Common use of thereof Clause in Contracts

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementNotwithstanding any other provision of the Deposit Agreement or hereof, the Borrowers and Company may not appoint a successor depositary hereunder or establish another deposit facility with another depositary bank for a period of ten years from the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments date of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, hereof unless (a) a dispute with respect to the Incremental Term Loan Commitments services provided by each Incremental Term Loan Lender pursuant the Depositary hereunder remains unresolved after a period of three months from the date such problem was first brought to this Agreement, each Incremental Term Loan Lender the attention of the Depositary by the Company or (b) the relevant pro rata amount of any contribution made to the Company by the Depositary is repaid to the Depositary. The termination of the appointment or the resignation of the Depositary shall receive such upfront fees, if any, as are take effect on the date specified in Annex I attached heretosuch notice; provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor Depositary as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall desire the termination of the Deposit Agreement as provided in Section 6.02 thereof, shall use its best efforts to appoint a successor depositary, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon a bank or trust company having its principal office in the Agreement Effective Date (as defined below) Borough of Manhattan, The City of New York with effect from the date of termination or as otherwise resignation specified in said Annex I. Each Incremental Term Loan Lender party such notice as soon as reasonably possible following notice of such termination or resignation. Every successor depositary shall execute and deliver to this Agreement (i) confirms its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; provided, however, that such -------- ------- predecessor, upon payment of all sums due it has received a copy and on the written request of the Credit Agreement Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the other Credit Documents, together with copies Deposited Securities to such successor and shall deliver to such successor a list of the financial statements referred to therein Registered Holders of all outstanding Receipts and such other documents information relating to Receipts and information Registered Holders thereof as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, the successor may reasonably request. The Depositary shall promptly mail notice of the appointment of the successor depositary to the extent applicableRegistered Holders of Receipts and the Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act. The Depositary may appoint one or more agents to act as its Custodian under the Deposit Agreement. The Depositary has initially appointed The Industrial Credit and Investment Corporation of India Limited as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. Any Custodian in acting under the Deposit Agreement shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance effective. If upon the Administrative Agent or any other Lender and based on effectiveness of such documents and information as it resignation there shall deem appropriate at be no Custodian acting, the timeDepositary shall, continue to make its own credit decisions in taking or not taking action under the Credit Agreementpromptly after receiving such notice, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated appoint, subject to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all written approval of the obligations Company which by the terms of the Credit Agreement are required to be performed by it as shall not unreasonably withheld, a Lender, and (v) in the case of each lending institution substitute custodian that is organized under the laws of India which shall thereafter be a jurisdiction outside Custodian. Whenever the United States, attaches Depositary in its discretion determines that it is in the applicable forms described in Section 5.04(c) best interest of the Credit Agreement certifying as Registered Holders to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be made one of the Custodians under the Credit Deposit Agreement subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the other Credit DocumentsDepositary. Upon the date appointment of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lendersany successor depositary, any Custodian then acting shall forthwith become, without any further act or writing, the Administrative Agent agent of such successor depositary, and the Borrowers, (ii) appointment of such successor depositary shall in no way impair the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment authority of any fees required in connection herewith and (iv) Custodian; provided, however, that -------- ------- the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such datesuccessor depositary so appointed shall, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termswritten request of any Custodian, execute and subject deliver to the conditions, set forth in the Credit Agreement such Custodian all such instruments as may be proper to give to such Custodian full and (ii) to the extent provided in this Agreement, shall have the rights complete power and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be authority as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty agent of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTsuccessor depositary.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementNotwithstanding any other provision of the Deposit Agreement or hereof, the Borrowers and Company may not appoint a successor depositary hereunder or establish another deposit facility with another depositary bank for a period of ten years from the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments date of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, hereof unless (a) a dispute with respect to the Incremental Term Loan Commitments services provided by each Incremental Term Loan Lender pursuant the Depositary hereunder remains unresolved after a period of three months from the date such problem was first brought to this Agreement, each Incremental Term Loan Lender the attention of the Depositary by the Company or (b) the relevant pro rata amount of any contribution made to the Company by the Depositary is repaid to the Depositary. The termination of the appointment or the resignation of the Depositary shall receive such upfront fees, if any, as are take effect on the date specified in Annex I attached heretosuch notice; provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor Depositary as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall desire the termination of the Deposit Agreement as provided in Section 6.02 thereof, shall use its best efforts to appoint a successor depositary, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon a bank or trust company having its principal office in the Agreement Effective Date (as defined below) Borough of Manhattan, The City of New York with effect from the date of termination or as otherwise resignation specified in said Annex I. Each Incremental Term Loan Lender party such notice as soon as reasonably possible following notice of such termination or resignation. Every successor depositary shall execute and deliver to this Agreement (i) confirms its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; provided, however, that such -------- ------- predecessor, upon payment of all sums due it has received a copy and on the written request of the Credit Agreement Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the other Credit Documents, together with copies Deposited Securities to such successor and shall deliver to such successor a list of the financial statements referred to therein Registered Holders of all outstanding Receipts and such other documents information relating to Receipts and information Registered Holders thereof as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, the successor may reasonably request. The Depositary shall promptly mail notice of the appointment of the successor depositary to the extent applicableRegistered Holders of Receipts and the Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act. The Depositary may appoint one or more agents to act as its Custodian under the Deposit Agreement. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. Any Custodian in acting under the Deposit Agreement shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance effective. If upon the Administrative Agent or any other Lender and based on effectiveness of such documents and information as it resignation there shall deem appropriate at be no Custodian acting, the timeDepositary shall, continue to make its own credit decisions in taking or not taking action under the Credit Agreementpromptly after receiving such notice, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated appoint, subject to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all written approval of the obligations Company which by the terms of the Credit Agreement are required to be performed by it as shall not unreasonably withheld, a Lender, and (v) in the case of each lending institution substitute custodian that is organized under the laws of India which shall thereafter be a jurisdiction outside Custodian. Whenever the United States, attaches Depositary in its discretion determines that it is in the applicable forms described in Section 5.04(c) best interest of the Credit Agreement certifying as Registered Holders to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be made one of the Custodians under the Credit Deposit Agreement subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the other Credit DocumentsDepositary. Upon the date appointment of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lendersany successor depositary, any Custodian then acting shall forthwith become, without any further act or writing, the Administrative Agent agent of such successor depositary, and the Borrowers, (ii) appointment of such successor depositary shall in no way impair the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment authority of any fees required in connection herewith and (iv) Custodian; provided, however, that -------- ------- the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such datesuccessor depositary so appointed shall, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termswritten request of any Custodian, execute and subject deliver to the conditions, set forth in the Credit Agreement such Custodian all such instruments as may be proper to give to such Custodian full and (ii) to the extent provided in this Agreement, shall have the rights complete power and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be authority as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty agent of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTsuccessor depositary.

thereof. Each Incremental Term Loan Lender agreeing The Monthly Payments shall be payable in cash; provided, however, that subject to provide an Incremental Term Loan Commitment pursuant the terms and conditions hereof, as to this Agreementany Monthly Payment and upon no less than two (2) Trading Days’ prior written irrevocable notice (the “Monthly Payment Notice”), the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant Company may elect to this Agreement shall constitute Incremental Term Loan Commitments pay all or part of the respective Tranche specified a Monthly Payment in Annex I attached hereto and, upon the incurrence Conversion Shares in lieu of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect a cash payment based on a price per share equal to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement lesser of (i) confirms the Conversion Price then in effect, and (ii) 90% of the Market Price (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during the ten (10) Trading Day measuring period described in the definition of “Market Price” herein), provided that such price shall not be less than the Floor Price (such price calculated in this sentence as to a Monthly Payment, as applicable, the “Monthly Conversion Price” and such 10 Trading Day period, the “Monthly Conversion Period”); provided, that the Company may not pay the Monthly Payment in Conversion Shares if at any time from the date the Holder receives the duly delivered Monthly Payment Notice through and until the date such Monthly Payment is paid in full, the Equity Conditions have not been satisfied or such Conversion Shares are not registered on an effective Resale Registration Statement, unless waived in writing by the Holder. If a Monthly Conversion Price for a Monthly Payment (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered by notice, in writing, from the Company to the Holder, which may be by e-mail), and the Monthly Payment is made in Conversion Shares, the Company shall issue a number of shares equal to the Monthly Payment divided by such Floor Price and pay the economic difference between the Monthly Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered using the Monthly Payment Price, minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Stock on the applicable Payment Date ((A-B)*C). The Holder may convert, pursuant to Section 3, any principal amount of this Note subject to a Monthly Payment at any time prior to the date that the Monthly Payment, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Note converted during the applicable Monthly Conversion Period until the date the Monthly Payment is paid in full shall be first applied to the Principal Amount subject to the Monthly Payment payable in cash and then to the Monthly Payment payable in Conversion Shares. The Company covenants and agrees that it has received will honor all Conversion Notices tendered up until the amounts due hereunder are paid in full. Notwithstanding anything to the contrary contained herein, upon two (2) Trading Days’ notice to the Company (the date of such notice, the “Monthly Payment Adjustment Notice Date”), the Holder may elect at its sole option, to defer or accelerate up to six (6) Monthly Payments or any portion of a copy of Monthly Payment, to any Trading Day succeeding such Monthly Payment Adjustment Notice Date provided such date precedes the Credit Agreement and next Monthly Payment Date. In the other Credit Documents, together with copies of event that the financial statements referred Holder elects to therein and defer or accelerate any such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement andMonthly Payments, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent procedures set forth in this Section 12 1.3 shall continue to apply to the Company. Following the receipt of Annex I hereto a Monthly Payment in the form of Conversion Shares, excluding the final Monthly Payment, if during the ten (10) Trading Day period beginning on the Trading Date following the Payment Date on which such date, Conversion Shares were delivered (the “Agreement Effective DateSucceeding Measurement Period”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement 90% of the Market Price (ithe “Succeeding Market Price”) shall be obligated to make less than the Incremental Term Loans provided to be made by it as provided in this Agreement Monthly Conversion Price during the prior Monthly Conversion Period, then on the termsTrading Day following such Succeeding Measurement Period, and subject the Company shall transfer to the conditions, set forth in Holder an additional number of Conversion Shares (the Credit Agreement and (ii“Make Whole Shares”) equal to the extent provided in this Agreement, shall have difference between the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings Conversion Shares the Holder received in such prior Monthly Payment and the number of Conversion Shares which the Holder would have received had the Succeeding Market Price applied to such prior Monthly Payment. If a Succeeding Market Price for a Monthly Payment (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered by notice, in writing from the Company to the Holder, which may be by e-mail), then with respect to the Incremental Term Loan Commitments provided pursuant Make Whole Shares for such Monthly Payment, the Company shall issue a number of shares based upon such Floor Price and pay the economic difference between the Make Whole Shares (without regard to this Agreement the Floor Price) and shares so issued based upon such Floor Price in cash. For further clarification, the economic difference shall be as specified in Annex I attached hereto. Furthermoreequal to (A) the number of shares that would have been delivered using the Succeeding Market Price, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Stock on the date specified applicable Payment Date ((A-B)*C). For the avoidance of doubt, to the extent that the Succeeding Market Price is in Annex I attached heretoexcess of the Monthly Conversion Price during the applicable prior Monthly Conversion Period, the Holder shall not be required to refund any Conversion Shares nor shall the Company receive a credit in respect of such excess in connection with any following Monthly Payment. The Borrowers acknowledge With respect to the final Monthly Payment, if the Company intends to pay such Monthly Payment in the form of Conversion Shares, prior to the applicable Monthly Conversion Period (but not more than two (2) Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall deliver to the Holder a number of Conversion Shares to be applied against such Monthly Payment equal to the quotient of (x) the applicable Monthly Payment divided by (y) the lesser of (A) the Conversion Price then in effect and agree that they shall be liable for all Obligations (B) 90% of the Market Price during the ten (10) Trading Day period preceding the delivery of such Conversion Shares (the “Final Monthly Payment Provisional Conversion Price”). If the Monthly Conversion Price with respect to the Incremental Term Loan Commitments provided hereby includingfinal Payment Date is less than the Final Monthly Payment Provisional Conversion Price, without limitationthen on the final Payment Date, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations the Company shall transfer to the Holder an additional number of Conversion Shares equal to the amount of the final Monthly Payment divided by the difference between the Final Monthly Payment Provisional Conversion Price and the Monthly Conversion Price with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTfinal Payment Date.

thereof. Each Incremental Term Loan Lender agreeing Upon the occurrence of any damage to provide an Incremental Term Loan Commitment pursuant the Premises for which Landlord has elected, or is otherwise required, to cause Master Landlord to repair, then provided this AgreementLease has not been terminated, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant Tenant shall assign to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto andLandlord (or at Landlord’s option, upon the incurrence of Incremental Term Loans pursuant directly to this Agreement, shall constitute Incremental Term Loans Master Landlord) all insurance proceeds payable to Tenant under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, Section 9.3.2(i) above with respect to the Incremental Term Loan Commitments Permanent Alterations in the Premises and Landlord shall cause Master Landlord to repair any damage to such Permanent Alterations (provided if the cost of such repair of such Permanent Alterations exceeds the sum of (A) the amount of insurance proceeds for such Permanent Alterations received by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if anyMaster Landlord from Tenant or Tenant’s insurance carrier, as are specified in Annex I attached heretoassigned by Tenant, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date plus (as defined belowB) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has any insurance proceeds received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender by Master Landlord from Master Landlord’s insurance under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes Master Lease with respect to all payments such Permanent Alterations, the excess cost of such repairs to such Permanent Alterations shall be made under paid by Tenant to Landlord (or at Landlord’s option, and/or as may be required by Master Landlord, directly to Master Landlord) prior to Master Landlord’s commencement of repair of the Credit Agreement and damage). Additionally, if the Premises or the Building is damaged to any substantial, material extent by fire or other Credit Documents. Upon casualty during the last twelve (12) months of the Term, and, in the reasonable judgment of Master Landlord’s independent third-party licensed contractor, the damage or destruction to the Premises or Building cannot be repaired by the date of which is sixty (i60) the execution of a counterpart of this Agreement by days after such Incremental Term Loan Lenderscasualty damage, the Administrative Agent and the Borrowers, Tenant elects not to exercise any existing renewal option in its favor (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”which has not been previously waived or expired), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termsthen notwithstanding anything contained herein, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, Landlord and/or Tenant shall have the rights and obligations of a Lender thereunder and under option to terminate this Lease by giving written notice to the other Credit Documents. The maximum number party of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty exercise of such Credit Party and shall constitute Guaranteed Obligations and option within sixty (ii60) each Security Document and shall constitute Obligationsdays after such party learns learn of the necessity for repairs as the result of such damage. You may accept Any funds delivered by Tenant under this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement Section 10.2.1 shall be deemed cancelled. After Meet Me Room Sublease delivered to and accepted by Master Landlord (and, without limiting the execution and delivery foregoing, Landlord’s willingness to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance provide Master Landlord with the requirements for the modification of Credit Documents pursuant to funds under Section 13.12 10.2.1 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted Master Lease shall be evidenced by Tenant’s willingness to deliver funds to Master Landlord or Landlord under this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTSection 10.2.1).

thereof. Each Incremental If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default by Tenant shall exist under the Lease as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term Loan Lender agreeing to provide an Incremental Term Loan Commitment of the Lease whether pursuant to a renewal option or otherwise, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this AgreementAmendment in accordance with Section 13(f) of this Amendment, and (b) the cost of the New Premises Improvements paid by Landlord (collectively, the Borrowers “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the Extended Term (being a five-year period) at an interest rate of eight percent (8%) per annum to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s request, shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed $40,000. Landlord and the Administrative Agent Tenant acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments Termination Payment is not a penalty, but is a reasonable estimate of the respective Tranche specified in Annex I attached hereto and, upon the incurrence damages to be suffered by Landlord as a consequence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes Tenant’s exercise of the Credit Agreement Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the other Credit DocumentsTermination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. Each Incremental Term Loan Lender and In the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement event (i) confirms that it has received a copy of Tenant exercises the Credit Agreement Termination Option, and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it willTenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it then Tenant shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms pay all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy Rent (including by way of counterparts but not limited to Base Rent and by facsimileAdditional Rent) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement Lease and (ii) all other amounts due under the Lease applicable to the extent provided Premises, at a rate equal to one hundred fifty percent (150%) of the rate in this Agreement, shall have effect for the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect last full calendar month prior to the Incremental Term Loan Commitments provided pursuant Early Termination Date, until such time as Tenant vacates and surrenders to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on Landlord the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument Premises in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTterms hereof.

thereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. I]. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsObligations thereunder. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAMES OF LENDERS] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY OCI BEAUMONT LLC By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION Acknowledged and agreed this day of , : [GUARANTORS] By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASOF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex ANNEX I TO EXHIBIT I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementNotwithstanding the foregoing, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments any plans ----------- Tenant has attached hereto as Exhibit E-4 as of the respective Tranche specified in Annex I attached hereto anddate this Lease is executed ----------- depicting such Tenant Work are hereby deemed approved by Landlord. Prior to commencing any other Tenant's Work, Tenant shall submit drawings and specifications for Tenant's Work to Landlord, showing all aspects of such work, to Landlord for Landlord's review and approval, which approval as to non- structural matters and matters not affecting the Building's systems shall not be unreasonably withheld, conditioned or delayed. In order to perform the Tenant's Work, upon the incurrence of Incremental Term Loans pursuant Tenant's notice (reasonably sufficient to this Agreementpermit Landlord to supervise Tenant's Work), Landlord shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement grant Tenant, its contractors and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, agents access to the extent applicablepermitted by law to the Building, loading dock, and a dedicated elevator for freight use during the hours of 6:00 a.m. to 6:00 p.m. and 8:00 a.m. to 1:00 p.m. on Saturday (except as to Tenant's move-in which shall be over one or more weekends and the hours adjusted accordingly to accommodate Tenant's scheduled move) and such additional time as may be reasonably agreed between Landlord and Tenant subject to compliance with the Building Rules and Regulations set forth in Exhibit F to the Lease, from the --------- time the Lease is executed and further during the move-in phases related to the Tenant Work or the Premises. Furthermore, Landlord, shall grant access to and normal and customary use of reasonable temporary utilities including, but not limited, to become a Lender under the Credit Agreementelectricity, (ii) agrees that it willHVAC, independently plumbing and without reliance upon the Administrative Agent or any other Lender water, during such stated hours and based on such documents additional time as may be agreed between Landlord and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) Tenant. Tenant agrees that it will perform pay Landlord directly for the actual portion of utilities used by Tenant in accordance with their terms the Project to construct the Tenant Work within thirty (30) days after written request accompanied by presentation and verification of documented costs and charges for such utility usage. Tenant agrees that such entry into the Premises shall be deemed to be under all of the obligations which by the terms terms, covenants, conditions and provisions of the Credit Agreement are required Lease, except that the covenant to be performed by it as a Lender, pay periodic Rent shall not apply until the Lease Commencement Date. Tenant acknowledges that the Landlord Work and (v) in Tenant Improvement Work take precedence over the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) completion of the Credit Agreement certifying Tenant's Work, but Landlord shall reasonably cooperate with Tenant as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement scheduling and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction completion of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTTenant's Work.

thereof. Each Incremental Term Loan Lender agreeing The Monthly Payments shall be payable in cash; provided, however, that subject to provide an Incremental Term Loan Commitment pursuant the terms and conditions hereof, as to this Agreementany Monthly Payment and upon no less than five Trading Days’ prior written irrevocable notice (the “Monthly Payment Notice”), the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant Company may elect to this Agreement shall constitute Incremental Term Loan Commitments pay all or part of the respective Tranche specified a Monthly Payment in Annex I attached hereto and, upon the incurrence Conversion Shares in lieu of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect a cash payment based on a price per share equal to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date lesser of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan LendersConversion Price then in effect, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) 95% of the average of the three lowest daily VWAPs during the 20 Trading Days prior to the extent applicable Payment Date (the “Market Price”) (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during the 20 Trading Day measuring period described in the definition of “Market Price” herein), provided that such price shall not be less than the Floor Price (such price calculated in this Agreementsentence as to a Monthly Payment, as applicable, the “Monthly Conversion Price” and such 20 Trading Day period, the “Monthly Conversion Period”); provided, that the Company may not pay the Monthly Payment in Conversion Shares if at any time from the date the Holder receives the duly delivered Monthly Payment Notice through and until the date such Monthly Payment is paid in full, the Equity Conditions have not been satisfied or such Conversion Shares are not registered on an effective Resale Registration Statement, unless waived in writing by the Holder. If a Monthly Conversion Price for a Monthly Payment (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered by notice, in writing, from the Company to the Holder, which may be by e-mail), and the Monthly Payment is made in Conversion Shares, the Company shall issue a number of shares equal to the Monthly Payment divided by such Floor Price and pay the economic difference between the Monthly Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered using the rights and obligations Monthly Payment Price, minus (B) the number of a Lender thereunder and under shares delivered using the other Credit DocumentsFloor Price, multiplied by (C) the daily VWAP of the Common Stock on the applicable Payment Date ((A-B)*C). The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. FurthermoreHolder may convert, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 3, any principal amount of this Note subject to a Monthly Payment at any time prior to the Credit Agreementdate that the Monthly Payment, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKUnless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Note converted during the applicable Monthly Conversion Period until the date the Monthly Payment is paid in full shall be first applied to the Principal Amount subject to the Monthly Payment payable in cash and then to the Monthly Payment payable in Conversion Shares. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed The Company covenants and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTagrees that it will honor all Conversion Notices tendered up until the amounts due hereunder are paid in full.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Funds Administrator, each Co-Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, each Co-Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower an incremental lender fee equal to 0.25% of the aggregate principal amount of such upfront feesIncremental Lender's Incremental Commitment, if any, as are specified in Annex I attached hereto, all of which upfront fees fee shall be due and payable to such Incremental Lender on the Incremental Commitment Date. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit DocumentsLoan Documents (including the Intercreditor Agreement), together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Security Agent to take such action actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Security Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or certificate referred to in the first sentence of Section 5.04(c2.12(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsAgreement. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent and the Borrowerseach Co-Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the delivery to the Administrative Agent of an opinion of Xxxxxx & Xxxxxxx LLP, counsel to the respective Loan Parties, and internal counsel of the Borrower, each as required pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (iv) the delivery to the Administrative Agent of officers’ certificates, board of director (or equivalent) resolutions and good standing certificates of the Loan Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (v) the delivery to the Administrative Agent of the officer’s certificate of the Borrower required to be delivered pursuant to clause (vii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (vi) the payment of any fees required then due and payable in connection herewith and (ivvii) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Loans Revolving Advances provided to be made by it as provided in this Agreement and participate in the Letters of Credit and Swingline Advances, in each case, on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement Each Co-Borrower acknowledges and agrees that (i) it shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge jointly and agree that they shall be severally liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby as provided in the Credit Agreement including, without limitation, any Term Loans all Revolving Advances made pursuant thereto, and (ii) all such Obligations (including all such Revolving Advances) shall be entitled to the benefits of the respective Collateral Documents and guaranties in accordance with the requirements of the Credit Agreement. By acknowledging this Agreement, each Credit Party hereby Each Co-Borrower acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Advances made pursu­ant thereto shall (i) be fully guaranteed pursuant to the Guarantee and Collateral Agreement as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of (i) the Guaranty of such Loan Documents as, and to the extent, provided therein and in the Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18February 7, 20132012. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 11.01 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * Very truly yours, yours DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx By / s / Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Title: Vice President By / s / Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: FLAGSTAR BANK, FSB, as Incremental Lender By /s/ Xxxxxxx Xxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx Xxxx X. Xxxxxxxxx, Xx. Title: Senior Vice President Agreed and Accepted this 17th 7th day of JanuaryFebruary, 20132012: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY ACCURIDE CORPORATION By: /s/ Xxxx Xxx Xxxxxx /s /Xxxxxxx X. Xxxxx Name: Xxxx Xxx Xxxxxx Xxxxxxx X. Xxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director Each Co-Borrower acknowledges and agrees to each of the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Advances to be made pursuant thereto. ACCURIDE CUYAHOGA FALLS, INC. ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. ERIE LAND HOLDING, INC. XXXXXXX HOLDINGS, INC. XXXXXXX SEATING, INC. XXXXXXX SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. - 1 IMPERIAL GROUP HOLDING CORP. - 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC., each as a Co-Borrower By: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President ACCURIDE ERIE L.P., as a Co-Borrower By: AKW GENERAL PARTNER L.L.C., as General Partner By: ACCURIDE CORPORATION, as Sole Member By: /s/ Xxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Vice President Annex I ACCURIDE XXXXXXXXX LIMITED LIABILITY COMPANY AKW GENERAL PARTNER L.L.C., each as a Co-Borrower By: ACCURIDE CORPORATION, as Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President IMPERIAL GROUP, L.P., as a Co-Borrower By: IMPERIAL GROUP HOLDING CORP. –1, its General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of February 7, 2012

thereof. Each Incremental Term Loan Lender agreeing 58. In consideration of the Tenant, at its own cost and expense, doing work in the demised premises and upon the completion of such work and the presentation by the Tenant to provide an Incremental Term Loan Commitment pursuant to this Agreementthe Landlord of receipted bills for all such work as evidence that same has been paid for, the Borrowers Landlord agrees to grant to the Tenant an allowance in an amount not to exceed the sum of SIXTY THOUSAND ($60,000.) DOLLARS against the actual cost of such work and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement presentation of said receipted bills. The allowance shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect be paid to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this AgreementTenant as follows: Upon completion of work, each Incremental Term Loan Lender the Tenant shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received provide Landlord with a copy of all invoices. Landlord, or its representative shall then have a period of ten (10) days to inspect and approve the Credit Agreement work, and upon such approval, Landlord shall promptly pay to the other Credit Documents, together with copies Tenant the amount of such invoice subject to the maximum amount of the financial statements referred allowance. ADDENDUM to therein and such other documents and information as it has deemed appropriate ARTICLE #3: Tenant may, without Landlord's prior written consent, make non-structural changes not to make its own credit analysis and decision exceed $5,000. ADDENDUM to enter into this Agreement and, ARTICLE #12: Landlord shall provide 8 xxxxx per square foot of electricity. ADDENDUM to ARTICLE #15: Landlord represents that the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent use set forth in Section 12 Article #2 of Annex I hereto (such datethis lease is a duly authorized use of the premises. ADDENDUM to ARTICLE #30: Notwithstanding the hours mentioned in Article #30, the “Agreement Effective Date”)Tenant shall have access to the demised premises seven (7) days per week, each Incremental Term Loan Lender party hereto agreeing twenty-four (24) hours per day. ADDENDUM to provide an Incremental Term Loan Commitment ARTICLE #56: Any assignment or subletting pursuant to this Agreement (i) a merger, consolidation or acquisition of or by the Tenant and to any affiliate, subsidiary or parent of the Tenant or of any successor in interest of the Tenant or of a bona fide sale of Tenant's business, shall not be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement provisions of subparagraphs (E) and (iiF) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTArticle.

thereof. Each Incremental Term Loan Lender agreeing No Initial Debentures may be converted during the five Business Days preceding and including June 30 and December 31 in each year, commencing June 30, 2016, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion and any fraction of a Common Share that would otherwise be issued will be rounded down to provide an Incremental Term Loan Commitment pursuant to this Agreementthe nearest whole number, and in lieu thereof, the Borrowers Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Initial Debentures will receive accrued and unpaid interest thereon. If an Initial Debenture is surrendered for conversion on an Interest Payment Date or during the Administrative Agent acknowledge five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Initial Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. The Corporation may, as provided in the Indenture, at its option and agree subject to any applicable regulatory approval, may elect, from time to time, to satisfy its obligation to pay interest on this Initial Debenture, on the date it is payable under the Indenture (i) in cash; or (ii) by the sale of sufficient Common Shares in accordance with the Indenture, in which event, the proceeds of such sales shall be used to fund the payment, in cash, of the applicable interest payment amount to holders of this Initial Debenture; or (iii) any combination of (i) and (ii) above as required in order to satisfy the interest payment in full. As provided in the Indenture, at its option and subject to any applicable regulatory approval, the Corporation may also elect to satisfy its obligation to pay interest by delivering to holders of the Initial Debentures, respectively, that number of Common Shares obtained by dividing the relevant interest payment amount by the VWAP of the Common Shares for the 20 consecutive trading days ending five trading days before the relevant Interest Payment Date). No fractional Common Shares will be issued and any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number. This Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. At any time prior to the Maturity Date, provided that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments VWAP of the respective Tranche specified in Annex I attached hereto andCommon Shares for 10 consecutive trading days equals or exceeds $2.00, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes Initial Debentures may be redeemed at the option of the Credit Agreement Corporation in whole or in part from time to time at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest up to (but excluding the other Credit Documents. Each Incremental Term Loan Lender and Redemption Date) (the Borrowers further agree that, “Redemption Price”) payable by issuing such number of Common Shares with respect to the Incremental Term Loan Commitments provided principal amount of the Debentures as is obtained by each Incremental Term Loan Lender pursuant dividing the aggregate principal amount by the Conversion Price plus payment of any interest in cash or by the issuance of Common Shares in lieu thereof and otherwise on the terms and conditions described in the Indenture. Within 30 days following the occurrence of a Change of Control of the Corporation, the Corporation is required to this Agreementmake an offer (the “Change of Control Purchase Offer”) in writing to holders of Initial Debentures to, each Incremental Term Loan Lender shall receive such upfront feesat the holders’ election, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement either: (i) confirms that it has received a copy purchase the Initial Debentures at 100% of the Credit Agreement principal amount thereof plus accrued and unpaid interest or (ii) convert the other Credit Documents, together with copies Initial Debentures into Common Shares at the Change of Control Conversion Price. If 90% or more of the financial statements referred aggregate principal amount of the Initial Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered to therein the Corporation pursuant to an the Change of Control Purchase Offer made to the holders of all Initial Debentures, the Corporation will have the right to redeem all the remaining Initial Debentures for cash at the Conversion Price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and such 90% or more of the principal amount of all the Initial Debentures (other documents than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and information paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as it has deemed appropriate to make its own credit analysis the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and decision to enter into this Agreement andby all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent applicableand in the manner provided in the Indenture, only to the prior payment in full of the Senior Indebtedness. The principal hereof may become a Lender under or be declared due and payable before the Credit Agreementstated maturity in the events, (ii) agrees that it willin the manner, independently with the effect and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions times provided in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take Indenture. The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder resolutions passed at meetings of such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform holders held in accordance with their terms all such provisions and instruments signed by the holders of a specified majority of Debentures outstanding, which resolutions or instruments may have the obligations which by effect of amending the terms of this Initial Debenture or the Credit Agreement are required to be performed by it as a LenderIndenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) employees of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with Corporation in respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction obligation or claim arising out of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to Indenture or this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit DocumentsDebenture. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and This Initial Debenture may only be changedtransferred, modified upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Toronto, Ontario and in such other place or varied places and/or by written such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in accordance form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the requirements Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the modification of Credit Documents pursuant same aggregate principal amount shall be issued to Section 13.12 of the Credit Agreementtransferee in exchange hereof. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKThis Initial Debenture shall not become obligatory for any purpose until it shall have been Authenticated by the Trustee under the Indenture. * * * Very truly yoursCapitalized words or expressions used in this Initial Debenture shall, DEUTSCHE BANK TRUST COMPANY AMERICASunless otherwise defined herein, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENThave the meaning ascribed thereto in the Indenture.

thereof. Each Incremental Term Loan Lender agreeing Nothing herein shall obligate the Depositary to provide an Incremental Term Loan Commitment pursuant make available to this AgreementHolders a method to receive the elective dividend in Shares (rather than in the form of Rule 144A GDSs). There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of the Rule 144A Deposited Securities. Whenever the Company intends to distribute to the holders of the Rule 144A Deposited Securities rights to subscribe for additional Shares, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement Company shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect give notice thereof to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date Depositary at least forty five (as defined below45) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, days prior to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking proposed distribution stating whether or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take it wishes such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments rights to be made under available to Holders of Rule 144A GDSs. Upon receipt of a notice indicating that the Credit Agreement Company wishes such rights to be made available to Holders of Rule 144A GDSs, the Depositary shall consult with the Company, and the other Credit DocumentsCompany shall assist the Depositary, to determine whether it is lawful and reasonably practicable to make such rights available to the Holders. Upon the date of The Depositary shall make such rights available to Holders only if (i) the execution of Company shall have requested that such rights be made available to Holders in a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowerstimely manner, (ii) the delivery to Depositary shall have received satisfactory documentation within the Administrative Agent terms of a fully executed copy (including by way of counterparts the Rule 144A Deposit Agreement, and by facsimile) hereof, (iii) the payment Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 above are not satisfied or if the Company requests that the rights not be made available to Holders of Annex I hereto (such dateRule 144A GDSs, the “Agreement Effective Date”)Depositary shall proceed with the sale of the rights as contemplated hereinafter. In the event all conditions set forth above are satisfied, each Incremental Term Loan Lender party hereto agreeing the Depositary shall establish a Rule 144A GDS Record Date (upon the terms described in the Rule 144A Deposit Agreement) and establish procedures to provide an Incremental Term Loan Commitment pursuant distribute such rights (by means of warrants or otherwise) and to this Agreement enable the Holders to exercise the rights (iupon payment of (a) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termsapplicable fees and charges of, and subject to expenses incurred by, the conditions, set forth in the Credit Agreement Depositary and (iib) taxes). The Company shall assist the Depositary to the extent provided necessary in this Agreement, establishing such procedures. Nothing herein shall have obligate the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect Depositary to make available to the Incremental Term Loan Commitments provided pursuant Holders a method to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant exercise such rights to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable subscribe for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of Shares (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements rather than for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTRule 144A GDSs).

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementRevolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Revolving Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Term Loans pursuant to this AgreementRevolving Lender shall become, or in the case of an existing Revolving Lender, shall constitute be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsRevolving Lender. Each Incremental Term Loan Lender Revolving Lender, the Borrowers and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Revolving Commitment provided by each Incremental Term Loan Revolving Lender pursuant to this Agreement, each such Incremental Term Loan Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Borrowers and acknowledged by the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Revolving Commitment provided pursuant to this Agreement. Each Incremental Term Loan Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(c2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersRevolving Lender, the Administrative Agent Agent, the Borrowers and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Revolving Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Each Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of such “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement have been satisfied. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18[ , 201320 ]. If you do not so accept this Agreement by such time, our Incremental Term Loan Revolving Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW LAWS OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAME OF EACH INCREMENTAL REVOLVING LENDER] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY ByGENON ENERGY, INC., as a Borrower BY: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION ByGENON AMERICAS, INC., as a Borrower BY: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASJPMORGAN CHASE BANK, N.A., as Administrative Agent BY: Name: Title: Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Revolving Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Signature Page to Incremental Revolving Commitment Agreement ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN REVOLVING COMMITMENT AGREEMENTAGREEMENT Dated as of , 1. Name of the Borrowers:

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent Lead Arranger acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreementsuch Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each such Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such an upfront fees, if any, as are specified in fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fees fee shall be due and payable to each such Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified set forth in said such Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and, to the extent due pursuant to the terms hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”)herewith, each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans loans made pursuant theretothereto and (ii) all such Obligations (including any such loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. The Obligations to be incurred pursuant to the Incremental Term Loan Commitments provided hereunder are permitted by, and constitute "Senior Indebtedness" (ior any similar term) under, the Guaranty 9.15% Senior Subordinated Note Documents, the 9-7/8% Senior Subordinated Note Documents, and attached hereto as Annex II are calculations showing that such Obligations are permitted by the terms of such the aforementioned documentation. Attached hereto as Annex III is an opinion of _________, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18__________ __, 2013_____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx [NAMES OF LENDERS] By ------------------------- Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th ___ day of January__________, 2013____: BWAY HOLDING COMPANY EXTENDED STAY AMERICA, INC. By: /s/ Xxxx Xxx Xxxxxx ----------------------------- Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE THE INDUSTRIAL BANK TRUST COMPANY AMERICASOF JAPAN, LIMITED, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx ----------------------------- Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [OTHER LENDERS] Exhibit C Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT -------------------------------------------------------------------

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreementsuch Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other applicable Credit Documents. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Incremental Term Loan Lenders, all of which upfront fees shall be earned, due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and irrevocably authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Credit Agreement and the other Credit Documents and any other instruments and agreements referred to therein and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United StatesIncremental Term Loan Lender, attaches the applicable forms described and/or certificates referred to in Section 5.04(c5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding or backup withholding taxes (as applicable) with respect to all payments to be made to it under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, the Borrower and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees required then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of the any other conditions precedent set forth in Section 12 8 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ia) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, and (b) shall have the rights and obligations of a Lender thereunder under the Credit Agreement and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower and agree each Subsidiary Guarantor acknowledges and agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any all Incremental Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that and (ii) all such Obligations with respect to the (including all such Incremental Term Loan Commitments Loans) shall constitute (and be included in the definition of) “Secured Obligations” and be entitled to the benefits of the respective Security Documents and the Guaranty as, and to the extent, provided in the Credit Agreement and in such other Credit Documents. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Commitment Requirements” contained in the Credit Agreement certifying as to compliance with clauses (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document of such definition. [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” contained in the Credit Agreement.]7 7 To the extent reasonably requested by the Administrative Agent. [Attached hereto as Annex IV are true and shall constitute Obligations. correct copies of the applicable officers’ certificates, board of directors (or other governing body) resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (vi) of the definition of “Incremental Commitment Requirements” appearing in the Credit Agreement.]8 You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 201320 . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. ***** 8 To the extent reasonably requested by the Administrative Agent. THIS AGREEMENT AND THE OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY ARC DOCUMENT SOLUTIONS, INC. By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASJPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Each Subsidiary Guarantor acknowledges and agrees to each of the foregoing provisions of this Incremental Term Loan Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. [INSERT SIGNATURE BLOCK FOR SUBSIDIARY GUARANTORS] ANNEX I TO EXHIBIT D TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of ,

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementRevolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Revolving Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Term Loans pursuant to this AgreementRevolving Lender shall become, or in the case of an existing Revolving Lender, shall constitute be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsRevolving Lender. Each Incremental Term Loan Lender Revolving Lender, the Borrowers and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Revolving Commitment provided by each Incremental Term Loan Revolving Lender pursuant to this Agreement, each such Incremental Term Loan Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Borrowers and acknowledged by the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Revolving Commitment provided pursuant to this Agreement. Each Incremental Term Loan Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described referred to in Section 5.04(c2.17(e) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersRevolving Lender, the Administrative Agent Agent, the Borrowers and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Revolving Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iiy) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Each Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of such “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement have been satisfied. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18[ , 201320 ]. If you do not so accept this Agreement by such time, our Incremental Term Loan Revolving Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW LAWS OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx [NAME OF EACH INCREMENTAL REVOLVING LENDER] By Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Title Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY GENON ENERGY, INC., as a Borrower By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION GENON AMERICAS, INC., as a Borrower By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASJPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Revolving Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Signature Page to Incremental Revolving Commitment Agreement ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN REVOLVING COMMITMENT AGREEMENTAGREEMENT Dated as of ,

thereof. Each Incremental Term Loan Lender agreeing to provide an acknowledges and agrees that the Incremental Term Loan Commitment Commitments provided pursuant to this Agreement, in the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term aggregate amount as set forth on Annex I hereto, shall constitute Revolving Loan Commitments under the Credit Agreement for Revolving Loans increasing the amount of the Revolving Loan Commitments in effect immediately prior to the effectiveness of this Agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon This Agreement, and the Incremental Commitments provided hereunder, shall become effective on the date of (the “Agreement Effective Date”) upon which (i) all of the conditions set forth in paragraph 2 of Annex I hereto are satisfied and (ii) the execution and delivery to the Administrative Agent of a counterpart of this Agreement by the Administrative Agent, each Incremental Lender, the Borrower and each Guarantor. Upon such Incremental Term Loan LendersAgreement Effective Date, (x) the Administrative Agent shall provide prompt written notice of the occurrence of the Agreement Effective Date to the Borrower and the BorrowersLenders (which shall, (ii) the delivery as to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction occurrence of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), be conclusive and binding on all parties) and (y) each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall become a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower hereby acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be secured by the Collateral under and be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsDocuments. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January September 18, 20132007. If you do not so accept this Agreement by such time, our your Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefax) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. This Agreement shall be deemed a Credit Document as defined in, and pursuant to, the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Incremental Term Loan Lender Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Mxxx Xxx Xxxxx Title: Director By: /s/ Sxxxx XxXxxxx Title: Director SIGNATURE PAGE TO THE INCREMENTAL COMMITMENT AGREEMENT DATED AS OF SEPTEMBER 18, 2007, AMONG AMERISTAR CASINOS, INC., THE LENDERS PARTY HERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT NAME OF INSTITUTION: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ MxxxXxx Xxxxx Title: Managing Director By: /s/ J.X. Xxx Title: Managing Director NAME OF INSTITUTION: WACHOVIA BANK, National Association By: /s/ G. Lxx Xxxxxx, Xx. Title: Vice President NAME OF INSTITUTION: US BANK NATIONAL ASSOCIATION By: /s/ Jxxxxxxx Xxxx Title: Vice President Ameristar Incremental Commitment 2007 NAME OF INSTITUTION: BANK OF SCOTLAND PLC, New York Branch By: /s/ Jxxxxx Xxxxxx Title: First Vice President NAME OF INSTITUTION: FIRST BANK By: /s/ Exxxxx X. Xxxxxx Title: Assistant Vice President NAME OF INSTITUTION: NATIXIS (formerly known as NATEXIS BANQUES POPULAIRES) By: /s/ Pxxxxx Xxxxxxx Title: Director By: /s/ Mxxx X. Xxxxxxxxxx Title: Senior Managing Director NAME OF INSTITUTION: BNP PARIBAS By: /s/ Jxxxxx S. X. Xx Title: Managing Director By: /s/ Cxxxxxx X. Xxx Title: Vice President NAME OF INSTITUTION: RXXXXXX JXXXX BANK, FSB By: /s/ Axxxxx X. Xxxx NameTitle: Vice President NAME OF INSTITUTION: SOVEREIGN BANK By: /s/ Cxxxx X. Xxxxxxxxxx Title: Senior Vice President NAME OF INSTITUTION: COMMERZBANK AG, New York and Grand Cayman Branches By: /s/ Christian Jagenberg Title: SVP and Manager By: /s/ Wxxxxx Xxxxxxxxxxx Title: SVP NAME OF INSTITUTION: WXXXX FARGO BANK, N.A. By: /s/ Jxxxx Xxxx Title: Vice President NAME OF INSTITUTION: BANK OF AMERICA, N.A. By: /s/ Bxxxx X. Xxxxx Title: Senior Vice President NAME OF INSTITUTION: CAPITAL ONE, N.A. By: /s/ Jxxxxxxx Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th 18th day of JanuarySeptember, 20132007: BWAY HOLDING COMPANY AMERISTAR CASINOS, INC. By: /s/ Xxxx Xxx Xxxxxx NamePxxxx X. Xxxxx Title: Xxxx Xxx Xxxxxx Senior Vice President and General Counsel Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. CXXXXXX, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., AMERISTAR EAST CHICAGO HOLDINGS, LLC each as a Guarantor By: /s/ Pxxxx X. Xxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASAmeristar Incremental Commitment 2007 ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED SEPTEMBER 18, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I 2007 TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Incremental Term The Extending Revolving Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Commitments and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Non-Extending Revolving Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes Lenders as of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender effective date hereof shall receive such upfront fees, if any, as are specified in Annex be set forth on Schedule I attached hereto, which upfront fees Schedule shall be due and payable replace Schedule I to the Credit Agreement in its entirety. The Borrower agrees to pay to each Incremental Term Extending Revolving Loan Lender upon with respect to the Extending Revolving Loan Commitments provided by such Lender pursuant to this Agreement Effective Date (as defined below) or as otherwise specified in said and set forth opposite each Extending Revolving Loan Lender’s name on Annex I. I hereto, an upfront fee equal to 0.60% of such Extending Revolving Loan Commitment, such upfront fee to be payable on the effective date hereof. The Applicable Margin and Applicable Commitment Commission Percentage set forth on Annex I hereto shall apply to the Extending Revolving Loans and/or Extending Commitment Commissions. Each Incremental Term Extending Revolving Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimilefax) hereof, (iii) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the third paragraph hereof) required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”)herewith, each Incremental Term Extending Revolving Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall become (or remain) a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business 12:00 noon on January 18November 12, 20132009. If you do not so accept this Agreement by such time, our Incremental Term your Extending Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefax) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, XXXXX FARGO BANK By /s/ Xxxxx X. Xxxx Title: Vice President WACHOVIA BANK, N.A By /s/ G. Xxx Xxxxxx, Xx. Title: Vice President BANK OF AMERICA, N.A By /s/ Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX XXXXX CAPITAL CORPORATION By /s/ Xxxxxxx X. X’Xxxxx Title: Vice President UBS LOAN FINANCE LLC By /s/ Xxxx X. Xxxx Title: Associate Director By /s/ Xxxxx Xxxxxx Title: Associate Director DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: AMERICAS By /s/ Xxxx Xxxxxxxxx NameXxx Xxxxx Title: Xxxx Xxxxxxxxx Managing Director By /s/ Xxxxxxx Xxxxxxx Title: Director ByU.S. BANK N.A. By /s/ Xxxxx Xxxxx Title: Assistant Vice President COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By /s/ Xxxxx Wesemeier Title: Assistant Vice President By /s/ Xxxxx Xxxxxx Title: Assistant Treasurer CALYON NEW YORK BRANCH By /s/ Xxxxxx X. Xxxxxxxx Title: Managing Director By /s/ Xxxxx Xxxxxx Title: Managing Director COMERICA BANK By /s/ Xxxxx X. Xxxxxx Title: Assistant Vice President CAPITAL ONE, N.A. By /s/ Xxxxx Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, FSB By /s/ Xxxxxxx Xxxx NameXxXxxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION By /s/ Xxxxxxx X. Xxxx Title: General Manager ALLIED IRISH BANKS, PLC By /s/ Xxxx Xxxxxx Xxxxxx Title: Vice President By /s/ Xxxxx Xxxxx Title: Assistant Vice President Agreed and Accepted this 17th day of JanuaryNovember, 20132009: BWAY HOLDING COMPANY AMERISTAR CASINOS, INC. By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Xxxxxxxxxx Title: Senior Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President & Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Xxxxxxxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTPresident

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Term Loan Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Term Loan Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(c) of the Term Loan Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Term Loan Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the any conditions precedent set forth in Section 12 10 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that thereto and (ii) all such Obligations with respect to the Incremental (including any such Term Loan Commitments Loans) shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsDocuments. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18__________ __, 2013_____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 12.11 of the Term Loan Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAMES OF LENDERS] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this 17th ___ day of January__________, 2013____: BWAY HOLDING COMPANY XXXXX PERFORMANCE SPORTS LTD. By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH BANK OF AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASN.A., as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to The Warrants evidenced by this AgreementWarrant Certificate may be exercised in whole or in part by presentation of this Warrant Certificate together with the Notice of Exercise Form, the Borrowers duly executed and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments simultaneous payment of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date Purchase Price (as defined belowin the Notice of Exercise Form) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy at the principal office of the Credit Agreement and Company. Payment of such Purchase Price shall be made at the other Credit Documents, together with copies option of the financial statements referred Holder hereof in cash or by certified or official bank check, or wire transfer, or by tender of securities of the Company as set forth in the Warrant Agreement. Terms relating to therein exercise of this Warrant are set forth more fully in the Warrant Agreement. This Warrant may be exercised in whole or in part. Upon partial exercise, a new Warrant Certificate for the unexercised portion shall be delivered to the Holder. No fractional shares will be issued upon the exercise of these Warrants but the Company shall pay the cash value of any fraction upon the exercise of these Warrants as set forth more fully in the Warrant Agreement. The Warrants evidenced by this Warrant Certificate is transferable only in limited circumstances at the office of the Company, in the manner and subject to the limitations set forth in the Warrant Agreement. So long as the shares issuable upon exercise of these Warrants have been registered on a current and effective registration statement, and in the event the average closing price reported for the Common Stock for any ten day period equals or exceeds $3.00 per share (the "Redemption Price"), then the Company shall have the right at any time thereafter, upon thirty (30) days prior written notice to the Holder (the "Redemption Notice"), to redeem these Warrants for a redemption price equal to $0.01 per share and cancel this Warrant Certificate. During the period from the date the Company provides such other documents and information as it has deemed appropriate Notice of Redemption to make its own credit analysis and decision the Holder through the day prior to enter into this Agreement the date set for redemption, the Holder shall have the right to exercise all or any portion of these Warrants, and, immediately upon such exercise and receipt of the Purchase Price by the Company, the Notice of Redemption shall be revoked to the extent applicablethat these Warrant have been duly and validly exercised. The Holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, or to become the transfer hereof on the books of the Company. Any notice to the contrary notwithstanding, and until such transfer on such books, the Company may treat the Holder hereof as the owner for all purposes. These Warrants do not entitle any Holder hereof to any of the rights of a Lender stockholder of the Company. DATED: As of ____, 2003 WARRANT HOLDER SECURED SERVICES, INC. By: By: ------------------------------ ------------------------------------ (Name) Name: King T. Moore Title: Chief Exexxxxxx Xfficer ---------------------------------- (Address) ---------------------------------- (City, State, Zip Code) EXHIBIT I - NOTICE OF EXERCISE FORM Date: _____________. SecureD Services, Inc. 1175 North Service Road West, Suite 214 Xxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxxxxx: Xxxxxxxxx Xxxxxx xxx Xxxxxxxxx; Xxx undersigned hereby elects to exercise the Warrants evidenced by Warrant Certificate number ____ issued to it by SecureD Services, Inc., pursuant to the Warrant Agreement, dated as of _____ __, 2003, and to purchase thereunder _________ shares of the Common Stock of the Company (the "Warrant Shares") at a purchase price of _______ Dollars ($___) per share (the Exercise Price as defined in the Warrant Agreement) for an aggregate purchase price of ___________ Dollars ($___) (the "Purchase Price") defined as the number of shares being purchased multiplied by the price per share. The undersigned hereby elects under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions provision set forth in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all Section 2.6 of the obligations which by Warrant Agreement to convert ________________ percent (____%) of the value of the Warrant into _____ shares of Common Stock. Pursuant to the terms of the Credit Warrant Agreement are required to the undersigned has delivered the Purchase Price herewith in full. The certificate(s) or other instruments for such shares or units shall be performed by it as a Lender, and (v) issued in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) name of the Credit Agreement certifying undersigned or as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documentsotherwise indicated below. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable ------------------------------------ Signature ------------------------------------ Name for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Registration ------------------------------------ ------------------------------------ Mailing Address Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender ------------------------------------ By: /s/ Xxxx Xxxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT-------------------------------

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementRL Lender, the Borrowers Company and the Administrative Agent acknowledge and agree that the each Incremental Term Loan Commitments RL Commitment provided pursuant to this Agreement by the relevant Incremental RL Lender shall constitute Incremental Term be added to (and thereafter become a part of) the Revolving Loan Commitments Commitment of the respective Tranche Incremental RL Lender specified in Annex I attached hereto and, upon the incurrence of Incremental Term Revolving Loans pursuant to this Agreementsuch Incremental RL Commitments, shall constitute Incremental Term Revolving Loans under such specified Tranche the respective Revolving Loan Commitment of each Incremental RL Lender for all purposes of the Credit Agreement and the other Credit applicable Loan Documents. Each Incremental Term Loan Lender RL Lender, Company and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments RL Commitment provided by each Incremental Term Loan RL Lender pursuant to this Agreement, each such Incremental Term Loan RL Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Company and Administrative Agent, all of which upfront fees shall be due and payable to such Incremental RL Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. RL Commitment provided pursuant to this Agreement. Each Incremental Term Loan RL Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental RL Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate re Non-Bank Status referred to in Section 5.04(c2.7B(iii) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Credit Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersRL Lender, the Administrative Agent Agent, Company and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan RL Lender party hereto agreeing to provide an Incremental Term (i) shall have its Revolving Loan Commitment pursuant under the Credit Agreement increased by an amount equal to this Agreement its Incremental RL Commitment hereunder, (iii) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement and participate in Letters of Credit on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iiiii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Company acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan RL Commitments provided hereby including, without limitation, any Term all Revolving Loans and other extensions of credit made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans and other extensions of credit) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan RL Commitments provided hereby and all Revolving Loans and other extensions of credit made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each Security Document technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.45] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and shall constitute Obligationsgood standing certificates of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Obligations to be incurred under the Incremental RL Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan RL Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 10.6 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the any conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that thereto and (ii) all such Obligations with respect to the Incremental (including any such Term Loan Commitments Loans) shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsDocuments. You The Borrower may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do the Borrower does not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledexpire and have no further force and effect (for the avoidance of doubt, without affect or reducing, or constituting a usage of, amounts available under Section 2.15(a)(v) of the credit agreement). After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAMES OF LENDERS] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY XXXXXX XX ACQUISITION CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASJPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I 1 TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each This Second Incremental Term Loan Lender agreeing Assumption Agreement constitutes the Borrower’s written request to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Loan Commitments being requested is $52,000,000, (ii) the date on which such Incremental Loan Commitments are requested to be effective is November 26, 2010, and agree (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement Second Incremental Loan Assumption Agreement, in the aggregate amount set forth on Annex I hereto, shall constitute Incremental Term Loan Commitments under the Credit Agreement for Other Loans increasing the amount of the respective Tranche specified Commitments in effect immediately prior to the effectiveness of this Second Incremental Loan Assumption Agreement. Each of the parties to this Second Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I attached hereto and, upon in respect of each Incremental Loan Commitment and the incurrence of Incremental Term Other Loans provided pursuant to this Second Incremental Loan Assumption Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Second Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Incremental Loan Assumption Agreement and, to the extent applicable, and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of Incremental Lender (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(c2.15(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement Agreement. This Second Incremental Loan Assumption Agreement, and the other Credit Documents. Upon Incremental Loan Commitments provided hereunder, shall become effective on the date of (ithe “Incremental Loan Closing Date”) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction upon which all of the conditions precedent set forth in Section 12 3 of Annex I hereto (such date, are satisfied. Upon the “Agreement Effective Incremental Loan Closing Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall automatically become a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent and, except as otherwise expressly provided in this AgreementSection 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents. The maximum number Administrative Agent shall promptly notify each Lender of drawings with respect to the occurrence of the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached heretoClosing Date. The Borrowers acknowledge Borrower hereby acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingpursuant to this Second Incremental Loan Assumption Agreement, without limitation, including any Term Other Loans made pursuant theretoto the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging Each Guarantor hereby acknowledges and agrees that (i) its consent to this Second Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Second Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Second Incremental Loan Assumption Agreement, each Credit Party such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby agrees that ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Term Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of of, the Security Documents, (iv) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Guaranty Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of such any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Party Agreement, Holdings) and shall constitute Guaranteed Obligations without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Second Incremental Loan Assumption Agreement may be executed in any number of counterparts and (ii) by different parties hereto in separate counterparts, each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not which when so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement executed shall be deemed cancelledto be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Second Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Second Incremental Loan Assumption Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Second Incremental Loan Assumption Agreement shall constitute a Credit Document and may only be changed, modified or varied only by written instrument in accordance with the requirements for the modification of Credit Documents any Loan Document pursuant to Section 13.12 9.08(b) of the Credit Agreement. THIS SECOND INCREMENTAL LOAN ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. * * * Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Second Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Second Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Second Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Second Incremental Loan Assumption Agreement to the Administrative Agent before 8:00 p.m. (New York City time) on November 24, 2010. If the Borrower does not so accept this Second Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Second Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICASCREDIT SUISSE AG, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASCAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxx Xxxxxxxxxxx Title: Vice President Annex By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., as Incremental Lender By: /s/ Xxxxxx X. Xxxxx III Name: Xxxxxx X. Xxxxx III Title: Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Vice President & Treasurer Each Guarantor acknowledges and agrees to the foregoing provisions of the Second Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Second Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: CFO & Executive Vice President ANNEX I TERMS AND CONDITIONS FOR SECOND INCREMENTAL TERM LOAN COMMITMENT ASSUMPTION AGREEMENT

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent Borrower acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute either Incremental B Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of or Incremental C Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, (as are specified in Annex I attached hereto) under, and as defined in, the Credit Agreement. Each Incremental Term Lender and the Borrower further agree that (i) the maturity date, interest rate provisions (other than the interest rate margins which upfront fees shall may be due as specified on Annex I hereto) and payable scheduled amortizations applicable to each Incremental Term Loan Lender upon to be made available pursuant to its relevant Incremental Term Commitment provided pursuant to this Agreement are set forth in the relevant provisions of the Credit Agreement, (ii) the up-front fees payable in respect of the Incremental Term Commitment(s) provided by it pursuant to this Agreement Effective Date shall be as set forth in Annex I to this Agreement and (iii) the "Applicable Base Rate Margin", the "Applicable Eurodollar Margin" and the "Voluntary Prepayment Premium Percentage" applicable to the respective Incremental Term Loans to be made available pursuant to its Incremental Term Commitments provided pursuant to this Agreement shall be as defined below) or as otherwise specified set forth in said Annex I. I to this Agreement (subject, however, to the limitations and requirements of Section 1.14 of the Credit Agreement). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the BorrowersBorrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.14(b)(ii) of the Credit Agreement) required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”)herewith, each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments Loans to be made available to the Borrower shall be entitled fully secured pursuant to the benefits Pledge Agreement in accordance with the terms and provisions thereof. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loans shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. This Agreement shall become effective as of the date (the "Agreement Effective Date") when (i) the Guaranty of such Credit Party Borrower, each Subsidiary Guarantor, each Incremental Term Lender and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall constitute Guaranteed Obligations and have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office, (ii) each Security Document condition set forth in Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the Borrower shall constitute Obligationshave paid to each Incremental Term Lender the upfront fee set forth on Annex I. From and after the Agreement Effective Date, all references in the Credit Agreement and the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented hereby. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18__________ __, 2013_____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefax) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 11.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx [NAMES OF INCREMENTAL TERM LENDERS] By ---------------------------------------- Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th ___ day of January__________, 2013____: BWAY HOLDING COMPANY FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD Communications, Inc.) By: /s/ Xxxx Xxx Xxxxxx ------------------------------ Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION [NAMES OF SUBSIDIARY GUARANTORS] By: /s/ Xxxx Xxx Xxxxxx ------------------------------ Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION ByAgreed and Accepted by: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK BANKERS TRUST COMPANY AMERICASCOMPANY, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx ------------------------------ Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex ANNEX I to EXHIBIT L TERMS AND CONDITIONS FOR INCREMENTAL INCREMENETAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each This Incremental Term Loan Lender agreeing Assumption Agreement constitutes the Borrower’s written request to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Loan Commitments being requested is $20,000,000, (ii) the date on which such Incremental Loan Commitments are requested to be effective is July 23, 2010, and agree (iii) such Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement Incremental Loan Assumption Agreement, in the aggregate amount set forth on Annex I hereto, shall constitute Incremental Term Loan Commitments under the Credit Agreement for Other Loans increasing the amount of the respective Tranche specified Commitments in effect immediately prior to the effectiveness of this Incremental Loan Assumption Agreement. Each of the parties to this Incremental Loan Assumption Agreement hereby agrees to the terms and conditions set forth in the second preceding paragraph and on Annex I attached hereto and, upon in respect of each Incremental Loan Commitment and the incurrence of Incremental Term Other Loans provided pursuant to this Incremental Loan Assumption Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Loan Assumption Agreement and, to the extent applicable, and to become a an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, any Lender or any other Lender Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of Incremental Lender (if any) that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described in documentation required under Section 5.04(c2.15(e) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement Agreement. This Incremental Loan Assumption Agreement, and the other Credit Documents. Upon Incremental Loan Commitments provided hereunder, shall become effective on the date of (ithe “Incremental Loan Closing Date”) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction upon which all of the conditions precedent set forth in Section 12 3 of Annex I hereto (such date, are satisfied. Upon the “Agreement Effective Incremental Loan Closing Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment shall automatically become a Lender pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent and, except as otherwise expressly provided in this AgreementSection 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Credit Loan Documents. The maximum number Administrative Agent shall promptly notify each Lender of drawings with respect to the occurrence of the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached heretoClosing Date. The Borrowers acknowledge Borrower hereby acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingpursuant to this Incremental Loan Assumption Agreement, without limitation, including any Term Other Loans made pursuant theretoto the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. By acknowledging Each Guarantor hereby acknowledges and agrees that (i) its consent to this Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Incremental Loan Assumption Agreement, each Credit Party such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby agrees that ratified, confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Term Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement and any Other Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of of, the Security Documents, (iv) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Guaranty Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of such any provisions of the Loan Documents without notice to or consent from any Guarantor (other than, to the extent expressly required under Section 9.08 of the Credit Party Agreement, Holdings) and shall constitute Guaranteed Obligations without affecting the validity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Incremental Loan Assumption Agreement may be executed in any number of counterparts and (ii) by different parties hereto in separate counterparts, each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not which when so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement executed shall be deemed cancelledto be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Incremental Loan Assumption Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Incremental Loan Assumption Agreement shall constitute a Credit Document and may only be changed, modified or varied only by written instrument in accordance with the requirements for the modification of Credit Documents any Loan Document pursuant to Section 13.12 9.08(b) of the Credit Agreement. THIS INCREMENTAL LOAN ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. * * * Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Incremental Loan Assumption Agreement is intended to be solely for the benefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. The Borrower may accept this Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Incremental Loan Assumption Agreement to the Administrative Agent before 8.00 p.m. (New York City time) on July 22, 2010. If the Borrower does not so accept this Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICASCREDIT SUISSE AG, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASCAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx Title: Director Vice President By: /s/ Xxxxx Xxxxxx Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., vas Incremental Lender By: /s/ Xxxxxx X. Xxxxx III Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINICIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxxxx Xxxx NameXxxxxxxxx Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ Xxxxxxx Xxxx TitleXxxxxxxxx Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ Xxx X. Xxxxx Xxx X. Xxxxx Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTand Treasurer Each Guarantor acknowledges and agrees to the foregoing provisions of the Incremental Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it pursuant to the ninth paragraph of the Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and as Guarantor RENTECH SILVAGAS LLC, as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ Xxx X. Xxxxx Xxx X. Xxxxx Chief Financial Officer and Executive Vice President Signature Page to Incremental Loan Assumption Agreement ANNEX I

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment In addition, Borrower shall immediately notify Agent, the Lenders and the Institutional Lenders when it receives any notice pursuant to this Section 10.3 of the Energy Services Agreement. If a closure of the Steam Host’s plant seems in Agent’s, any Co-Agent’s or Institutional Agent’s judgment to be reasonably likely, then Borrower shall promptly formulate a plan to maintain the Borrowers Qualifying Cogeneration Facility status of the Rova I Facility and the Administrative Rova II Facility, which shall be subject to approval by Agent, each Co-Agent acknowledge and Institutional Agent, and upon receipt of all such approvals necessary in connection therewith Borrower shall diligently implement such plan; provided, however that in the event the EWG Approvals are obtained by the Required EWG Approval Date and are in full force and effect, final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then Borrower shall not have to formulate such a plan for the Rova I Facility. No funds shall be distributed pursuant to Section 6.1(c) (xi) hereof from such time as Borrower has given (or should have given) the notice referred to above until Agent, Co-Agents, Institutional Agent and Borrower mutually agree as to the amounts needed to be expended and reserved to implement such plan, and funds otherwise available to Borrower under said Section shall be expended and reserved as so agreed upon. Funds available pursuant to Sections 5.6 and 10.3 of the Energy Services Agreement shall also be available for implementing the aforesaid plan. Borrower shall not notify Steam Host of the EWG Effective Date pursuant to Section 2.4(a) of the Energy Services Agreement without first obtaining the written consent of the Majority Lenders. Provided that the Incremental Term Loan Commitments provided EWG Approvals have been obtained by the Required EWG Approval Date and are in full force and effect, are final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then (i) on or within five days of the EWG Approval Date Borrower shall notify Steam Host pursuant to this Agreement shall constitute Incremental Term Loan Commitments Section 2.4(a) of the respective Tranche specified in Annex I attached hereto and, upon Energy Services Agreement that the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date EWG Status Conditions Precedent (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(cEnergy Services Agreement) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement have been satisfied and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex Rova I attached hereto. The Borrowers acknowledge Commercial Operations Date Borrower shall, upon obtaining prior written consent thereto from the Majority Lenders, notify Steam Host that the EWG Effective Date is the day after the Rova I Commercial Operations Date and agree that they shall be liable for all Obligations provide Agent with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty Steam Host’s confirmation of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 notification within five days of the Credit AgreementRova I Commercial Operations Date. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT155

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting by the Borrower and such Incremental Lender, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 5.04(b)(ii) Certificate referred to in Section 5.04(c5.04(b) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, the Borrower and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers Borrower acknowledge and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents and the Subsidiaries Guaranty. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (iv) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Party and shall constitute Guaranteed Obligations Agreement certifying that the conditions set forth in clauses (t) and (iiu) each Security Document of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered as required pursuant to clause (x) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex IV are true and shall constitute Obligationscorrect copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (y) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18____________, 2013___. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 13.13 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title Agreed and Accepted this ___day of _______________, ___: SHUFFLE MASTER, INC. By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, AMERICAS as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR] as a Guarantor By: Name: Title: ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of ______________, __

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Company and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsCommitments. Each Incremental Term Loan Lender Lender, the Company and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Company such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting by the Company and such Incremental Term Lender, all of which upfront fees shall be due and payable to such Incremental Term Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Term Loan Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Term Loan Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Term Loan Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution Incremental Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Section 4.04(b)(ii) Certificate referred to in Section 5.04(c4.04(b) of the Term Loan Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Company under the Term Loan Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, the Company and the Borrowerseach Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Company acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Incremental Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Commitments provided hereby and all Incremental Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Term Loan Commitments shall Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ic) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Party Agreement certifying that the condition set forth in clause (a) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement has been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered as required pursuant to clause (d) of the definition of “Incremental Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. Attached hereto as Annex IV are true and shall constitute Guaranteed Obligations correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required to be delivered pursuant to clause (iie) each Security Document and shall constitute Obligationsof the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Term Loan Credit Agreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 11.12 of the Term Loan Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Credit Agreement, the terms of the Term Loan Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAME OF EACH INCREMENTAL TERM LENDER] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY OMNOVA SOLUTIONS INC. By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Each Subsidiary Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Term Commitment Agreement and to the incurrence of the Incremental Loans to be made pursuant thereto. [EACH SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title: ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of ,

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments Commitment(s) provided pursuant to this Agreement shall constitute an Incremental Term Loan Commitments Commitment(s) of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreementsuch Incremental Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender it pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fees fee shall be due and payable to each such Incremental Term Loan Lender upon the Agreement Effective Date (as defined belowin Annex I) or as otherwise specified in said Annex I. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Credit Documents, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) prescribed by the Internal Revenue Service of the Credit Agreement United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of The Borrower acknowledges and agrees that (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the respective Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsDocuments. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18December 21, 20132004. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments Commitment(s) set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY AMERICAS By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Xxxxx Title: Vice President BWAY CORPORATION Managing Director Agreed and Accepted this 21st day of December, 2004: AMERISTAR CASINOS, INC. By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Xxxxx X. Xxxxx Title: Senior Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President & General Counsel DEUTSCHE BANK TRUST COMPANY AMERICASAMERICAS (f/k/a Bankers Trust Company), as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Xxx Xxxxx Title: Managing Director Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the seventh paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. XXXXXXX, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., each as a Guarantor By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Xxxxx X. Xxxxx Title: Vice President Annex ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED DECEMBER 21, 2004 TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT 1. INCREMENTAL COMMITMENTS Name of Incremental Lender Amount of B-1 Term Loan Commitment Deutsche Bank Trust Company Americas $ 115,000,000 Total $ 115,000,000

thereof. Each Incremental Section 15.2. Fair Market Value Renewal Lease Terms. Not earlier than 42 months prior to, but not less than 18 months prior to, the expiration of the Basic Lease Term Loan Lender agreeing to provide an Incremental Term Loan Commitment or any Renewal Lease Term, so long as no Lease Event of Default shall have occurred and be continuing on the date any notice is given pursuant to this Agreement, Section 15.2 and no Lease Event of Default shall have occurred and be ------------ continuing on the Borrowers and date the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided lease renewal proposed pursuant to this Agreement shall constitute Incremental Term Loan Commitments Section 15.2 ------------ is to commence, the Facility Lessee may deliver to the Owner Lessor a notice (which notice may be in addition to a notice of the respective Tranche specified Facility Lessee's interest in Annex I attached hereto and, upon electing the incurrence of Incremental First Wintergreen Renewal Lease Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of or the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if anySecond Wintergreen Renewal Lease Term, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as Facility Lessee's interest in renewing this Facility Lease for a term (each such term, a "FMV Renewal Lease Term") ---------------------- commencing upon expiration of the Basic Lease Term or the Renewal Lease Term otherwise expiring and extending for no less than two years and no more than five years; provided that, unless such FMV Renewal Lease Term extends to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and end of XXXXXXXXX FACILITY LEASE (L1) ----------------------------- the other Credit Documents. Upon useful life of the Facility, no such FMV Renewal Lease Term shall extend beyond the date of that is three (i3) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery years prior to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction end of the conditions precedent set forth in Section 12 useful life of Annex I hereto the Facility (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement most recent of (a) the Closing Appraisal, (b) the appraisal obtained in connection with the First Wintergreen Renewal Option and (c) the appraisal obtained in connection with the Second Wintergreen Renewal Option.) The Facility Lessee may withdraw any notice given in accordance with this Section 15.2 by written notice of such withdrawal to the Owner Lessor on or ------------ prior to 18 months before commencement of the proposed Fair Market Value Renewal Lease Term. Notwithstanding the foregoing, the Facility Lessee may elect to renew this Facility Lease pursuant to this Section 15.2 and exercise its other rights ------------ under such Section only if (i) concurrently with such election, the Facility Lessee also elects to renew each Other Facility Lease pursuant to Section 15.1 ------------ thereof and (ii) to concurrently with the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy renewal of this Agreement (including by way of counterparts and by facsimile) by Facility Lease, the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument Facility Lessee renews each Other Facility Lease in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT15.1 ------------ thereof.

thereof. Each Incremental Term Loan Lender agreeing Manager hereby confirms to provide an Incremental Term Loan Commitment Sellers and Owner that, as of the date hereof (i.e., the Closing Date), there is no Basic Management Fee, Construction Management Fee, Acquisition Services Fee, reimbursement or other sums due and owing pursuant to this the Agreement, other than as set forth in the Borrowers and Agreement. With the Administrative Agent acknowledge and agree that exception of Leasing Commissions, which are dealt with in the Incremental Term Loan Commitments provided pursuant next paragraph hereof, Manager (a) shall look solely to this Agreement shall constitute Incremental Term Loan Commitments of Sellers for any sums due under the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans including the Incentive Compensation Fee, and (b) hereby waives any right it may have under such specified Tranche the Agreement or under applicable law to make a claim against Owner or to file any lien against the Property for all purposes of sums due under the Credit Agreement Agreement. Manager hereby confirms to Sellers and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, Owner that there are no Leasing Commissions due or owing to Manager with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant Property, except as set forth on Exhibit A. Manager shall look solely to this Agreement, each Incremental Term Loan Lender shall receive such upfront feesSellers for the amounts, if any, shown on Exhibit A as are specified being "Commissions Owed by Sellers," and Sellers hereby jointly and severally agree to pay the same to Manager on or before the Closing Date, notwithstanding anything to the contrary in Annex I attached heretothe Agreement. By signing this letter agreement, Purchaser and Owner hereby jointly and severally agree to pay the commissions shown and referred to on Exhibit A as being "Commissions Owed by Purchaser," which upfront fees commissions shall be due and payable to each Incremental Term Loan Lender Manager upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, terms and conditions set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall including without limitation the right of Owner to a refund of commissions pursuant to Section 3.2(d)(i) of the Agreement. From and after the Closing Date, Manager hereby waives any right it may have the rights and obligations of a Lender thereunder and under the Agreement or under applicable law to file any lien against the Property, other Credit Documentsthan for Commissions Owed by Purchaser. The maximum number of drawings Manager further confirms that there are no Outside Brokers with respect to the Incremental Term Loan Commitments provided pursuant Property for whose commission Owner or Purchaser is responsible, except as set forth on Exhibit A. Pursuant to this Agreement shall be as specified in Annex I attached hereto. FurthermoreSection 2.3(d) of the Agreement, any undrawn Incremental Term Loan Commitments provided pursuant Manager hereby certifies to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree Sellers that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby includingbest of Manager's knowledge the information, without limitationdocumentation, any Term Loans made pursuant theretocorrespondence, reports, rent rolls, etc. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with in respect of the Property required to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement supplied by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument Manager in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit AgreementAgreement have been supplied and are true, correct and complete in all material respects. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * [Signatures appear on next page] Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender GUMBERG ASSET MANAGEMENT CORP. By: /s/ Xxxx Xxxxxxxxx __________________________________ Print Name: Xxxx Xxxxxxxxx __________________________ Title: Director _______________________________ Duly Authorized Signatory CONFIRMED AND AGREED: PURCHASER: OWNER: RAMCO DEVELOPMENT LLC XXXXXX DELRAY, LLC By: /s/ Xxxxxxx Xxxx __________________________ By: _________________________ Print Name: Xxxxxxx Xxxx __________________ Print Name: _________________ Title: Vice President Agreed and Accepted this 17th day of January_______________________ Title: ______________________ SELLERS: DELRAY RETAIL, 2013: BWAY HOLDING COMPANY INC., a Delaware corporation By: /s/ Xxxx Xxx Xxxxxx ____________________________ Name: Xxxx Xxx F. Xxxxxxxx Xxxxxx Title: Vice President BWAY CORPORATION DIVERSIFIED INVEST III, LLC, a Delaware limited liability company By: /s/ Xxxx Xxx Xxxxxx ____________________________ Name: Xxxx Xxx X. Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION ByEXHIBIT A Commissions Owed by Sellers: /s/ $____________ $____________ $____________ $____________ $____________ Commissions Owed by Purchaser: $____________ $____________ $____________ $____________ $____________ [Note - Any additional commissions accruing between the date of the Contract and the Closing Date are Purchaser's responsibility as long as the Lease Transaction and Leasing Costs have been approved in accordance with the Contract and will be added to Commissions Owed by Purchaser prior to execution of this letter.] Outside Brokers: ____________________________ ____________________________ ____________________________ EXHIBIT K SCHEDULE OF SERVICE CONTRACTS MISSION BAY PLAZA BOCA RATON, FL Vendor Description Expires ------ ----------- ------- A1 Management Services, Inc. Xxxxxx Service, parking lot sweeping & pressure 48 hr notice cleaning American Security Alarm Systems, Inc. Monitor fire sprinkler system 48 hr notice Ashem & Company, Inc. Prune Royal Palms 48 hr notice Xxxxx & Associates, Inc. Fountain maintenance 48 hr notice East Coast Towing Vehicle towing as needed 48 hr notice Exotic Environments, Inc. Vine maintenance 48 hr notice Flick Pest Control, Inc. Exterior pest control 48 hr notice Flick Pest Control, Inc. Lawn fertilization and insecticide 48 hr notice Lone Star Telecom, Inc. Pay phone services 48 hr notice Xxxx Xxx X. Enterprise, Inc. Landscape maintenance 48 hr notice Soundcom of Florida Common area music system 48 hr notice Xxxxxxx Fire Sprinklers, Inc. Maintenance of fire sprinkler system 48 hr notice Sunburst Sanitation Trash removal No contract XXX XXXXX XX XXXXXX XXXXXX XXXXX, XX SERVICE AGREEMENT SCHEDULE Vendor Description Expires ------ ----------- ------- Ashem & Co. Prune Royal Palms 48 hr notice Broward Cleaning & Maintenance, Inc. Xxxxxx Name: Service 48 hr notice Broward Cleaning & Maintenance, Inc. - Pressure Washing 48 hr notice verbal agreement City of Delray Police Dept. (no contract) Off-duty police security services 48 hr notice Hi-Rise Safety Systems, Inc. Maintain & monitor fire sprinkler system 8/31/08 J & K Property Maintenance, Inc. Sweep parking xxx 00 xx xxxxxx Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASXxxxx Xxxxxx, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM Inc. Security guard services 48 hr notice Commercial Pay Phones, Inc. Pay phone leasing & maintenance 11/3/09 Rust-Off, Inc. Maintain rust inhibitor system on irrigation 48 hr notice U.S. Lawns of South Palm Beach Landscape maintenance 48 hr notice Waste Management of Palm Beach Lease of trash and recycle containers 11/11/04 BFI Removal of trash No contract EXHIBIT L LOAN COMMITMENT AGREEMENTDOCUMENTS Mission Bay Plaza

thereof. The parties to this Agreement agree that this Agreement constitutes an Incremental Amendment pursuant to and in accordance with Section 2.10 of the Credit Agreement. Each Incremental Term Loan Lender agreeing to provide an Lender, Holdings, the Borrower (the “Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Borrower”) and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreementsuch Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other applicable Credit Documents. Each Incremental Term Loan Lender Lender, Holdings, the Incremental Term Loan Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from Holdings and/or the Incremental Term Loan Borrower such upfront fees, unutilized commitment fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with Holdings and/or the Incremental Term Loan Borrower and acknowledged by the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Term Loan Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon Commitment provided pursuant to this Agreement. Pursuant to Section 2.10 of the Credit Agreement, Holdings, the Borrower and the Administrative Agent hereby amend the Credit Agreement as set out in Annex II to this Agreement. Holdings and the Borrower hereby confirm and represent that (i) no Default or Event of Default has occurred and is continuing or would immediately result from the incurrence of Incremental Term Loans on the Agreement Effective Date (as defined below), (ii) or on the Agreement Effective Date, all representation and warranties contained in the Credit Agreement and in all other Credit Documents are true and correct in all material respects with the same effect as otherwise though such representations had been made on such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in said all material respects only on such specified date), and (iii) Holdings is in compliance with the covenants set forth in Sections 8.08 through 8.10 of the Credit Agreement on a Pro Forma Basis for the Test Period ending on September 30, 2010, as more specifically demonstrated by the calculations set forth on Annex I. III hereto; provided that each Incremental Term Loan Lender and the Administrative Agent acknowledge and agree that in making such calculations, Holdings has used financial information for its fiscal quarter ending on September 30, 2010 that has not, as of the date hereof, been finalized and approved by Holdings’ auditors, and as a result, such information is subject to adjustment. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Credit Documents, (iii) acknowledges and agrees that no fiduciary or advisory relationship between the Administrative Agent and any Incremental Term Loan Lender is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, (iiiiv) acknowledges and agrees that the Administrative Agent, on the one hand, and each Incremental Term Loan Lender on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, and no Incremental Term Loan Lender relies on, any fiduciary duty on the Administrative Agent’s part, (v) acknowledges and agrees that each Incremental Term Loan Lender is capable of evaluating and understanding, and each such Incremental Term Loan Lender understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (vi) acknowledges and agrees that the Administrative Agent or any of its Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Agreement which may or may not be publicly disclosed and such fees or compensation do not affect any Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Agreement, (vii) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and any Incremental Term Loan Lender, each such Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent or its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent and its Affiliates shall have no liability (whether direct or indirect) to any Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Incremental Term Loan Lender, including any such Incremental Term Loan Lender’s stockholders, employees or creditors, (viii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and Agreement, the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, and (ivix) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, Holdings, the Incremental Term Loan Borrower and the Borrowerseach Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 6 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ia) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (iib) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby hereby, including, without limitation, any all Incremental Term Loans made pursuant theretothereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Security Documents and each Guaranty. By acknowledging this Agreement, each Credit Party hereby Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of (i) their respective Security Documents as, and to the Guaranty of such extent, provided therein and in the Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18October 21, 20132010. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. ***** THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICASCYRUS OPPORTUNITIES FUND II, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director Investment Manager By: /s/ Xxxxxxx Xxxx XxXxx Name: Xxxxxxx Xxxx XxXxx Title: Vice President Chief Financial Officer CYRUS EUROPE FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer CRESCENT 1, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer XXX FUND, L.P. By: CYRUS CAPITAL PARTNERS L.P., as Investment Manager By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Chief Financial Officer Agreed and Accepted this 17th 21st day of JanuaryOctober, 20132010: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY ENDEAVOUR INTERNATIONAL CORPORATION By: /s/ Xxxx Xxx Xxxxxx J. Xxxxxxx Xxxxxxx Name: Xxxx Xxx Xxxxxx J. Xxxxxxx Xxxxxxx Title: Executive Vice President NORTH AMERICA PACKAGING CORPORATION and Chief Financial Officer ENDEAVOUR ENERGY UK LIMITED By: /s/ Xxxx Xxx Xxxxxx J. Xxxxxxx Xxxxxxx Name: Xxxx Xxx Xxxxxx J. Xxxxxxx Xxxxxxx Title: Executive Vice President DEUTSCHE BANK TRUST COMPANY AMERICASand Chief Financial Officer Agreed and Accepted this ___ day of October, 2010: CYAN PARTNERS, LP, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Xxxxxxxx Xxxxx Name: Xxxx Xxxxxxxxx Xxxxxxxx Xxxxx Title: Director Authorized Signatory Each Guarantor acknowledges and agrees to each the foregoing provisions of this Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. ENDEAVOUR INTERNATIONAL CORPORATION, as a Guarantor By: /s/ J. Xxxxxxx Xxxx Xxxxxxx Name: J. Xxxxxxx Xxxx Xxxxxxx Title: Executive Vice President Annex and Chief Financial Officer ENDEAVOUR ENERGY NORTH SEA LLC, as a Guarantor By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President — Finance ENDEAVOUR ENERGY NORTH SEA, L.P., as a Guarantor By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President — Finance ENDEAVOUR OPERATING CORPORATION, as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR INTERNATIONAL HOLDING B.V., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NETHERLANDS B.V., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ENDEAVOUR ENERGY NEW VENTURES INC., as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer END MANAGEMENT COMPANY, as a Guarantor By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTDated as of October 22, 2010 1. Name of Incremental Term Loan Borrower: Endeavour Energy UK Limited

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers The Borrower hereby acknowledges and agrees that (A) the Administrative Agent acknowledge and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (a “Platform”) and agree (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities, (C) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the Incremental Term Loan Commitments provided pursuant word “PUBLIC” shall appear prominently on the first page thereof, (D) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to this Agreement shall constitute Incremental Term Loan Commitments of have authorized the respective Tranche specified in Annex I attached hereto andAdministrative Agent, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement Lead Arrangers and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this AgreementBorrower or its securities for purposes of United States federal and state securities laws; provided, each Incremental Term Loan Lender shall receive such upfront feeshowever, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicablesuch Borrower Materials constitute Information, to become a Lender under the Credit Agreementthey shall be treated as set forth in Section 13.26, (iiE) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as all Borrower Materials marked “PUBLIC” are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required permitted to be performed by it made available through a portion of a Platform designated as a Lender“Public Side Information”, and (vF) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments Lead Arrangers shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent portion of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by Platform not designated as “Public Side Information.” Notwithstanding the parties heretoforegoing, this Agreement the Borrower shall constitute a Credit Document and may only not be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant under any obligation to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTxxxx any Borrower Materials “PUBLIC.”

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementNotwithstanding any other provision of the Deposit Agreement or hereof, the Borrowers and Company may not appoint a successor depositary hereunder or establish another deposit facility with another depositary bank for a period often years from the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments date of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, hereof unless (a) a dispute with respect to the Incremental Term Loan Commitments services provided by each Incremental Term Loan Lender pursuant the Depositary hereunder remains unresolved after a period of three months from the date such problem was first brought to this Agreement, each Incremental Term Loan Lender the attention of the Depositary by the Company or (b) the relevant pro rata amount of any contribution made to the Company by the Depositary is repaid to the Depositary. The termination of the appointment or the resignation of the Depositary shall receive such upfront fees, if any, as are take effect on the date specified in Annex I attached heretosuch notice; provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor Depositary as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall desire the termination of the Deposit Agreement as provided in Section 6.02 thereof, shall use its best efforts to appoint a successor depositary, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon a bank or trust company having its principal office in the Agreement Effective Date (as defined below) Borough of Manhattan, The City of New York with effect from the date of termination or as otherwise resignation specified in said Annex I. Each Incremental Term Loan Lender party such notice as soon as reasonably possible following notice of such termination or resignation. Every successor depositary shall execute and deliver to this Agreement (i) confirms its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; provided, however, that such predecessor, upon payment of all sums due it has received a copy and on the written request of the Credit Agreement Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the other Credit Documents, together with copies Deposited Securities to such successor and shall deliver to such successor a list of the financial statements referred to therein Registered Holders of all outstanding Receipts and such other documents information relating to Receipts and information Registered Holders thereof as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, the successor may reasonably request. The Depositary shall promptly mail notice of the appointment of the successor depositary to the extent applicableRegistered Holders of Receipts and the Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act. The Depositary may appoint one or more agents to act as its Custodian under the Deposit Agreement. The Depositary has initially appointed ICICI Bank Limited as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. Any Custodian in acting under the Deposit Agreement shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance effective. If upon the Administrative Agent or any other Lender and based on effectiveness of such documents and information as it resignation there shall deem appropriate at be no Custodian acting, the timeDepositary shall, continue to make its own credit decisions in taking or not taking action under the Credit Agreementpromptly after receiving such notice, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated appoint, subject to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all written approval of the obligations Company which by the terms of the Credit Agreement are required to be performed by it as shall not unreasonably withheld, a Lender, and (v) in the case of each lending institution substitute custodian that is organized under the laws of India which shall thereafter be a jurisdiction outside Custodian. Whenever the United States, attaches Depositary in its discretion determines that it is in the applicable forms described in Section 5.04(c) best interest of the Credit Agreement certifying as Registered Holders to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be made one of the Custodians under the Credit Deposit Agreement subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the other Credit DocumentsDepositary. Upon the date appointment of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lendersany successor depositary, any Custodian then acting all forthwith become, without any further act or writing, the Administrative Agent agent of such successor depositary, and the Borrowersappointment of such successor depositary shall in no way impair the authority any Custodian; provided, (ii) however, that the delivery to successor depositary so appointed shall, on the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment written request of any fees required in connection herewith Custodian, execute and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (deliver to such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing Custodian all such instruments as may be proper to provide an Incremental Term Loan Commitment pursuant give to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it such Custodian full and complete power and authority as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty agent of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTsuccessor depositary.

thereof. Each Incremental This Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be Note is also entitled to the benefits of (i) the Guaranty and the Collateral. Upon the occurrence and continuation of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing one or more of the enclosed copies Events of Default specified in the space provided belowAgreement, and returning a copy of same to us before the close of business all amounts then remaining unpaid on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth Note shall become, or may be declared to be, immediately due and payable all as provided in this Agreement the Agreement. Term Loans made by the Lender shall be deemed cancelledevidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. After the execution The Borrower, for itself, its successors and delivery to the Administrative Agent assigns, hereby waives diligence, presentment, protest and demand and notice of a fully executed copy protest, demand, dishonor and non-payment of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit AgreementTerm Loan Note. THIS AGREEMENT TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. * * * Very truly yoursMEDIA GENERAL, DEUTSCHE BANK TRUST COMPANY AMERICASINC., By: Name: Title: EXHIBIT D FORM OF COMMITTED LOAN NOTE US$_____________ ____________, 20___ FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Committed Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 17, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and BH Finance LLC, as Incremental Term Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Committed Loan made by the Lender from the date of such Committed Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the Default Rate set forth in the Agreement. This Committed Loan Note is one of the Committed Loan Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Committed Loan Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Committed Loan Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Committed Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Committed Loan Note. THIS COMMITTED LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. MEDIA GENERAL, INC., By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director ByEXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: /s/ Xxxxxxx Xxxx Name_________, __ To: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASBH Finance LLC, as Administrative Agent ByLadies and Gentlemen: /s/ Xxxx Xxxxxxxxx NameReference is made to that certain Credit Agreement, dated as of May 17, 2012, as amended (such agreements, together with all other amendments and restatements, the “Agreement;” the terms defined therein being used herein and in all Schedules hereto as therein defined), among Media General, Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and BH Finance LLC, as Administrative Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT[Use following paragraph 1 for fiscal year-end financial statements]

thereof. Each Incremental Term Loan Lender agreeing This Subsidiary Guarantee shall remain in full force and effect and continue to provide be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an Incremental Term Loan Commitment pursuant to this Agreement, assignment for the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the respective Tranche specified in Annex I attached hereto andCompany's assets, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement andshall, to the fullest extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the timepermitted by law, continue to make its own credit decisions be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in taking amount, or must otherwise be restored or returned by any obligee on the Securities whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not taking action under been made. In the Credit Agreementevent that any payment, (iii) appoints and authorizes or any part thereof, is rescinded, reduced, restored or returned, the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated Securities shall, to the Administrative Agent fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. The Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary Guarantee upon the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform and subject to certain conditions provided in the Indenture. By delivery of a Supplemental Indenture to the Trustee in accordance with their terms all of the obligations which by the terms of the Credit Agreement Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Indenture will be deemed to have executed and delivered this Guarantee for the benefit of the Holder of this Security with the same effect as if such Subsidiary Guarantor was named below. All terms used in this Subsidiary Guarantee which are required to be performed by it as a Lender, and (v) defined in the case Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of each lending institution organized authentication on the Security upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) Indenture by manual signature. Reference is made to Article Thirteen and Article Fourteen of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes Indenture for further provisions with respect to all payments this Subsidiary Guarantee. Anything herein to be made the contrary notwithstanding, the obligations of CasTech Aluminum Group Inc. and Barmet Aluminum Corporation under this Guarantee shall first become effective, and CasTech Aluminum Group Inc. and Barmet Aluminum Corporation shall first become Subsidiary Guarantors, upon the Credit effectiveness of the merger of CALC Corporation into CasTech Aluminum Group Inc. as contemplated by the Agreement and Plan of Merger dated as of August 19, 1996 between the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan LendersCompany, the Administrative Agent CALC Corporation and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. CasTech Aluminum Group Inc. THIS AGREEMENT SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementNotwithstanding any other provision of the Deposit Agreement or hereof, the Borrowers and Company may not appoint a successor depositary hereunder or establish another deposit facility with another depositary bank for a period of ten years from the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments date of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, hereof unless (a) a dispute with respect to the Incremental Term Loan Commitments services provided by each Incremental Term Loan Lender pursuant the Depositary hereunder remains unresolved after a period of three months from the date such problem was first brought to this Agreement, each Incremental Term Loan Lender the attention of the Depositary by the Company or (b) the relevant pro rata amount of any contribution made to the Company by the Depositary is repaid to the Depositary. The termination of the appointment or the resignation of the Depositary shall receive such upfront fees, if any, as are take effect on the date specified in Annex I attached heretosuch notice; provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor Depositary as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall desire the termination of the Deposit Agreement as provided in Section 6.02 thereof, shall use its best efforts to appoint a successor depositary, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon a bank or trust company having its principal office in the Agreement Effective Date (as defined below) Borough of Manhattan, The City of New York with effect from the date of termination or as otherwise resignation specified in said Annex I. Each Incremental Term Loan Lender party such notice as soon as reasonably possible following notice of such termination or resignation. Every successor depositary shall execute and deliver to this Agreement (i) confirms its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; provided, however, that such predecessor, upon payment of all sums due it has received a copy and on the written request of the Credit Agreement Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the other Credit Documents, together with copies Deposited Securities to such successor and shall deliver to such successor a list of the financial statements referred to therein Registered Holders of all outstanding Receipts and such other documents information relating to Receipts and information Registered Holders thereof as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, the successor may reasonably request. The Depositary shall promptly mail notice of the appointment of the successor depositary to the extent applicableRegistered Holders of Receipts and the Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act. The Depositary may appoint one or more agents to act as its Custodian under the Deposit Agreement. The Depositary has initially appointed ICICI Bank Limited as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. Any Custodian in acting under the Deposit Agreement shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance effective. If upon the Administrative Agent or any other Lender and based on effectiveness of such documents and information as it resignation there shall deem appropriate at be no Custodian acting, the timeDepositary shall, continue to make its own credit decisions in taking or not taking action under the Credit Agreementpromptly after receiving such notice, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated appoint, subject to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all written approval of the obligations Company which by the terms of the Credit Agreement are required to be performed by it as shall not unreasonably withheld, a Lender, and (v) in the case of each lending institution substitute custodian that is organized under the laws of India which shall thereafter be a jurisdiction outside Custodian. Whenever the United States, attaches Depositary in its discretion determines that it is in the applicable forms described in Section 5.04(c) best interest of the Credit Agreement certifying as Registered Holders to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be made one of the Custodians under the Credit Deposit Agreement subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the other Credit DocumentsDepositary. Upon the date appointment of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lendersany successor depositary, any Custodian then acting all forthwith become, without any further act or writing, the Administrative Agent agent of such successor depositary, and the Borrowersappointment of such successor depositary shall in no way impair the authority any Custodian; provided, (ii) however, that the delivery to successor depositary so appointed shall, on the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment written request of any fees required in connection herewith Custodian, execute and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (deliver to such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing Custodian all such instruments as may be proper to provide an Incremental Term Loan Commitment pursuant give to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it such Custodian full and complete power and authority as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty agent of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTsuccessor depositary.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, each Issuing Bank, the Swing Line Lender, the Borrower and the Borrowerseach Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Party Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III are true and shall constitute Guaranteed Obligations correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (iiv) each Security Document and shall constitute Obligationsof the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18December 21, 20132017. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICASALLY BANK, as Administrative Agent, Issuing Bank, Swing Line Lender and Incremental Term Loan Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Signatory BMO XXXXXX BANK N.A., as Issuing Bank and Incremental Lender By: /s/ Xxxxxxxx XxXxxxx Name: Xxxxxxxx XxXxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Incremental Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President SUMITOMO MITSUI BANKING CORPORATION, as Incremental Lender By: /s/ Hitoshi Ryoji Name: Hitoshi Ryoji Title: Managing Director ING CAPITAL LLC, as Incremental Lender By: /s/ Xxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Xxxxx X. XxXxxxxx Name: Xxxxx X. XxXxxxxx Title: Director SIGNATURE BANK, as Incremental Lender By: /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Title: Vice President Agreed and Accepted this 17th day of JanuarySignature Page to Incremental Commitment Agreement XXXXXXX BUSINESS CREDIT CORPORATION, 2013: BWAY HOLDING COMPANY as Incremental Lender By: /s/ Xxxx Xxx Xxxxxx Xxxxxx Name: Xxxx Xxx Xxxxxx Xxxxxx Title: Vice President BWAY CORPORATION BRANCH BANKING AND TRUST COMPANY, as Incremental Lender By: /s/ Xxxx Xxx Xxxxx Xxxxxx Name: Xxxx Xxx Xxxxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION JPMORGAN CHASE BANK, N.A., as Incremental Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Authorized Officer Signature Page to Incremental Commitment Agreement Agreed and Accepted this 22nd day of December, 2017: REV GROUP, INC., as Borrower By: /s/ Xxxx Xxx X. Xxxxxx Name: Xxxx Xxx X. Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASTreasurer & Chief Financial Officer Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. CAPACITY OF TEXAS, INC. CHAMPION BUS, INC. XXXXXXX BUS CORPORATION XXXXXXX I HOLDING CORP. XXXXXXX INDUSTRIES, INC. COMPRESSED AIR SYSTEMS, INC.* REVABILITY, INC. ELDORADO NATIONAL (CALIFORNIA), INC. ELDORADO NATIONAL (KANSAS), INC. E-ONE, INC. XXXXXXX FIRE APPARATUS, INC. XXXXXXX FIRE APPARATUS HOLDING COMPANY, INC. FFA ACQUISITION COMPANY, INC. FFA HOLDCO, INC. GENERAL COACH AMERICA, INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC. HALCORE GROUP, INC. XXXXXX ENTERPRISES, INC. KME GLOBAL, LLC KME HOLDINGS, LLC KME RE HOLDINGS, LLC XXXXXXX MOBILE EQUIPMENT CORP. MOBILE PRODUCTS, INC. REV AMBULANCE GROUP ORLANDO, INC. REV FINANCIAL SERVICES LLC REV INSURANCE SOLUTIONS LLC REV PARTS, LLC REV RECREATION GROUP, INC. REV RECREATION GROUP FUNDING, INC. REV RENEGADE LLC REV RENEGADE HOLDINGS CORP. REV RTC, INC., as Administrative Agent a Guarantor Subsidiary By: /s/ Xxxx Xxxxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx X. Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Treasurer & Chief Financial Officer ________________ * A Pennsylvania corporation with entity number 2886396. Signature Page to Incremental Commitment Agreement Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of December 22, 2017

thereof. Each Incremental Term Loan Lender agreeing Buyer’s Pension Plans shall further include, indefinitely, credit for Hired Union Employees’ and Hired Non-Union Employees’ service with Buyer for eligibility, vesting, and early retirement. Subject to provide an Incremental Term Loan Commitment pursuant Schedule 6.2(f), Seller shall cause assets to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant be transferred from each of Seller’s Pension Plans to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform Buyer’s Pension Plans in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsSchedule 6.2(f). Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) All transfers shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements of Section 414(1) of the Code. Seller and Buyer shall timely file Forms 5310 A in respect to the transfers contemplated by this Section 6.2(f) if required by Law. All assets transferred under this Section 6.2(f) or Schedule 6.2(f) shall be in cash or cash equivalents. After the Closing Date until the initial transfers of assets as determined under Schedule 6.2(f), any benefits that are payable to Hired Union Employees and Hired Non-Union Employees under the applicable Buyer’s Pension Plans shall be paid or continue to be paid out of the applicable Seller’s Pension Plans, and the amounts to be transferred to the applicable Buyer’s Pension Plan shall be reduced by the amount of such payments. After the initial transfers of assets, any benefits that are payable to Hired Union Employees and Hired Non-Union Employees shall be paid under the applicable Buyer’s Pension Plan. Buyer’s Pension Plans shall be liable for benefits with respect to service recognized under Seller’s Pension Plans on or prior to the modification Closing Date with respect to Hired Union Employees and Hired Non-Union Employees, contingent upon the transfers of Credit Documents assets in accordance with this Section 6.2(f). Buyer agrees that neither Seller nor Seller’s Pension Plans shall have any further responsibility with respect to the assets and Liabilities so transferred, including without limitation, obligations following such transfers with respect to the benefits accrued by the Hired Union Employees and Hired Non-Union Employees under the applicable Seller’s Pension Plans. Notwithstanding the foregoing, Seller shall have no obligation to transfer assets pursuant to this Section 13.12 6.2(f) if one or any of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day Buyer’s Pension Plans do not provide credit for all such Hired Union Employees and/or Hired Non-Union Employees’ service with Seller for purposes of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTbenefit accrual.

thereof. Each Incremental Section 15.2. Fair Market Value Renewal Lease Terms. Not earlier than 42 months prior to, but not less than 18 months prior to, the expiration of the Basic Lease Term Loan Lender agreeing to provide an Incremental Term Loan Commitment or any Renewal Lease Term, so long as no Lease Event of Default shall have occurred and be continuing on the date any notice is given pursuant to this Agreement, Section 15.2 and no Lease Event of Default shall have occurred and be ------------ continuing on the Borrowers and date the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided lease renewal proposed pursuant to this Agreement shall constitute Incremental Term Loan Commitments Section 15.2 ------------ is to commence, the Facility Lessee may deliver to the Owner Lessor a notice (which notice may be in addition to a notice of the respective Tranche specified Facility Lessee's interest in Annex I attached hereto and, upon electing the incurrence of Incremental First Wintergreen Renewal Lease Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of or the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if anySecond Wintergreen Renewal Lease Term, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as Facility Lessee's interest in renewing this Facility Lease for a term (each such term, a "FMV Renewal Lease Term") ---------------------- commencing upon expiration of the Basic Lease Term or the Renewal Lease Term otherwise expiring and extending for no less than two years and no more than five years; provided that, unless such FMV Renewal Lease Term extends to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and end of the other Credit Documents. Upon useful life of the Facility, no such FMV Renewal Lease Term shall extend beyond the date of that is three (i3) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery years prior to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction end of the conditions precedent set forth in Section 12 useful life of Annex I hereto the Facility (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement most recent of (a) the Closing Appraisal, (b) the appraisal obtained in connection with the First Wintergreen Renewal Option and (c) the appraisal obtained in connection with the Second Wintergreen Renewal Option.) The Facility Lessee may withdraw any notice given in accordance with this Section 15.2 by written notice of such withdrawal to the Owner Lessor on or ------------ prior to 18 months before commencement of the proposed Fair Market Value Renewal Lease Term. Notwithstanding the foregoing, the Facility Lessee may elect to renew this Facility Lease pursuant to this Section 15.2 and exercise its other rights ------------ under such Section only if (i) concurrently with such election, the Facility Lessee also elects to renew each Other Facility Lease pursuant to Section 15.1 ------------ thereof and (ii) to concurrently with the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy renewal of this Agreement (including by way of counterparts and by facsimile) by Facility Lease, the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument Facility Lessee renews each Other Facility Lease in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT15.1 ------------ thereof.

thereof. Each Incremental Term Loan Lender agreeing Buyer's Pension Plans shall further include, indefinitely, credit for Hired Union Employees' and Hired Non-Union Employees' service with Buyer for eligibility, vesting, and early retirement. Subject to provide an Incremental Term Loan Commitment pursuant Schedule 6.2(f), Seller shall cause assets to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant be transferred from each of Seller's Pension Plans to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform Buyer's Pension Plans in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsSchedule 6.2(f). Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) All transfers shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements of Section 414(1) of the Code. Seller and Buyer shall timely file Forms 5310 A in respect to the transfers contemplated by this Section 6.2(f) if required by Law. All assets transferred under this Section 6.2(f) or Schedule 6.2(f) shall be in cash or cash equivalents. After the Closing Date until the initial transfers of assets as determined under Schedule 6.2(f), any benefits that are payable to Hired Union Employees and Hired Non-Union Employees under the applicable Buyer's Pension Plans shall be paid or continue to be paid out of the applicable Seller's Pension Plans, and the amounts to be transferred to the applicable Buyer's Pension Plan shall be reduced by the amount of such payments. After the initial transfers of assets, any benefits that are payable to Hired Union Employees and Hired Non-Union Employees shall be paid under the applicable Buyer's Pension Plan. Buyer's Pension Plans shall be liable for benefits with respect to service recognized under Seller's Pension Plans on or prior to the modification Closing Date with respect to Hired Union Employees and Hired Non-Union Employees, contingent upon the transfers of Credit Documents assets in accordance with this Section 6.2(f). Buyer agrees that neither Seller nor Seller's Pension Plans shall have any further responsibility with respect to the assets and Liabilities so transferred, including without limitation, obligations following such transfers with respect to the benefits accrued by the Hired Union Employees and Hired Non-Union Employees under the applicable Seller's Pension Plans. Notwithstanding the foregoing, Seller shall have no obligation to transfer assets pursuant to this Section 13.12 6.2(f) if one or any of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day Buyer's Pension Plans do not provide credit for all such Hired Union Employees' and/or Hired Non-Union Employees' service with Seller for purposes of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTbenefit accrual.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementBorrower hereby waives presentment, the Borrowers demand, protest and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment notices of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreementkind. THIS AGREEMENT NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE REVOLVING CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE REVOLVING CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. * * * Very truly yours[Signature Page Follows] BANKRATE, DEUTSCHE BANK TRUST COMPANY AMERICASINC., as Incremental Term Loan Lender Borrower By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed EXHIBIT H [Form of] INTERCOMPANY NOTE New York, New York [date] FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and Accepted this 17th day advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of Januaryall such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee. This note (“Note”) is an Intercompany Note referred to in the Revolving Credit Agreement, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE dated as of June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Revolving Credit Agreement”), among BANKRATE, INC., a Delaware corporation (the “Borrower”), the Guarantors, the lenders party thereto (the “Lenders”), XXXXXXX XXXXX BANK TRUST COMPANY AMERICASUSA, as joint syndication agent and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent, is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby acknowledges and agrees that the Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTmay exercise all rights provided in the Revolving Credit Agreement and the Security Agreement with respect to this Note. Capitalized terms used but not defined herein shall have the meanings given to them in the Revolving Credit Agreement Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is Borrower or a Guarantor to any Payee other than Borrower shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor under the Revolving Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Revolving Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, each Issuing Bank, the Swing Line Lender, the Borrower and the Borrowerseach Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Party Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and shall constitute Guaranteed Obligations correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (iiv) each Security Document and shall constitute Obligations. of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx [NAME OF EACH INCREMENTAL LENDER] By Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Title Agreed and Accepted this 17th day of January,201 : ALLIED SPECIALTY VEHICLES, 2013: BWAY HOLDING COMPANY INC., as Borrower By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASAG NEW YORK BRANCH, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: [NAME OF SWING LINE LENDER], as Swing Line Lender By: Name: Title: Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: ANNEX I TO EXHIBIT J TO REVOLVING CREDIT AND GUARANTY AGREEMENT TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of , 201

thereof. Each Incremental Term Loan Lender agreeing If Lessor uses or applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefor deposit monies with Lessor sufficient to provide an Incremental Term Loan Commitment pursuant restore said Security Deposit to the full amount required by this AgreementLease. If the Base Rent increases during the term of this Lease, the Borrowers and the Administrative Agent acknowledge and agree Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments total amount of the respective Tranche specified in Annex I attached hereto and, upon Security Deposit shall at all times bear the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect same proportion to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant increased Base Rent as the initial Security Deposit bore to this Agreementthe initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, each Incremental Term Loan Lender Lessor shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable have the right to each Incremental Term Loan Lender upon increase the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, Security Deposit to the extent applicablenecessary, in Lessor's reasonable judgment, to become account for any increased wear and tear that the Premises may suffer as a Lender under result thereof. If a change in control of Lessee occurs during this Lease and following such change the Credit Agreementfinancial condition of Lessee is, (ii) agrees that it willin Lessor's reasonable judgment, independently and without reliance upon significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Administrative Agent or any other Lender and Security Deposit to be at a commercially reasonable level based on such documents said change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within fourteen (14) days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and information as it otherwise within thirty (30) days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees return that it will perform in accordance with their terms all portion of the obligations which Security Deposit not used or applied by the terms Lessor. No part of the Credit Agreement are required Security Deposit shall be considered to be performed by it as a Lenderheld in trust, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments bear interest or to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of prepayment for any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided monies to be made paid by it as provided in Lessee under this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTLease.

thereof. Each Incremental Term Loan Lender agreeing If the Owner Participant determines that such Property will not be permitted to provide an Incremental Term Loan Commitment be released from the Lien of the Indenture pursuant to this Agreementsaid Section 11.01, the Borrowers Owner Participant will give written notice to the Indenture Trustee and the Administrative Agent acknowledge and agree that Lessee of such event within ten (10) days of such determination. If said Property is not permitted to be released from the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments Lien of the respective Tranche specified in Annex I attached hereto andIndenture under Section 11.01 thereof, upon the incurrence of Incremental Term Loans pursuant Owner Participant hereby agrees to this Agreementassume to perform, shall constitute Incremental Term Loans under such specified Tranche for all purposes or cause the Lessor to perform, the obligations of the Credit Agreement Lessee under the Lease (as if the Lease remains in full force and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, effect with respect to such Property) and all other Operative Documents with respect to such Property (other than the Incremental Term Loan Commitments provided obligation to pay Basic Rent) from and after the date such Property is released from the Lease and until the aggregate principal amount of the Secured Notes have been paid in full. Within thirty (30) days of such determination that said Property is not permitted to be released from the Lien of the Indenture on the upcoming Anniversary Date, the Lessor shall determine the aggregate amount of the costs and expenses associated with performing the obligations assumed by each Incremental Term Loan Lender pursuant it under the Lease and all other Operative Documents with respect to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached heretoProperty from and after the time that such Property is released from the Lease and through the scheduled maturity date of the Secured Notes (the "Assumed Operating Costs"), which upfront fees Assumed Operating Costs must be consented to by the Indenture Trustee, which consent shall not be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received unreasonably withheld. The Owner Participant will provide a copy detailed description of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, Assumed Operating Costs to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) Indenture Trustee. The Owner Participant agrees that it will perform in accordance deposit with their terms the Indenture Trustee an amount equal to 110% of such Assumed Operating Costs on or prior to the next Rent Payment Date (the "Operating Reserve"). If the Owner Participant and the Indenture Trustee have not agreed as to the amount of such Assumed Operating Costs prior to thirty (30) days before the next Rent Payment Date, the Indenture Trustee shall estimate the amount of the Assumed Operating Costs and deduct such amount from Basic Rent on the next Rent Payment Date. If at any time the Assumed Operating Costs are not sufficient to pay for all of the obligations which assumed by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes Owner Participant with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it Property as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After Section 6.35, the execution and delivery Owner Participant agrees to deposit with the Administrative Agent Indenture Trustee an amount sufficient to satisfy the revised Assumed Operating Costs within five (5) Business Days of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) request by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTIndenture Trustee.

thereof. Each Incremental Term Loan Lender agreeing In the event that Tenant shall not vacate the Temporary Space and surrender the same to provide Landlord in the condition required under the Lease on or prior to the Temporary Space Surrender Date, then, without limiting Landlord's rights and remedies on account thereof, Landlord and Tenant hereby agree that Tenant's occupancy of the Temporary Space after the expiration of the Temporary Space Period shall be under a month-to-month tenancy commencing on the first day after the expiration of the Temporary Space Period, which tenancy shall be upon all of the terms set forth in the Lease (as amended by this Agreement) except Tenant shall pay to Landlord, as Additional Charges under the Lease, on the first day of each month of such holdover period, as an Incremental Term Loan Commitment agreed upon rent for the use and occupancy of the Temporary Space (and not as a penalty of any sort), (x) during the period from November 1, 2003 through November 30, 2003, an amount equal to $48,109.33 per month (or $1,603.64 per diem), plus all Additional Charges payable by Tenant under the Lease for Tenant's use and occupancy of the Temporary Space (such as utilities and services provided to the Temporary Space), and (y) thereafter, if Tenant shall continue to remain in the Temporary Space beyond November 30, 2003, an amount equal to $96,218.67 per month (or $3,207.29 per diem) plus all Additional Charges payable by Tenant under the Lease for Tenant's use and occupancy of the Temporary Space (such as utilities and services provided to the Temporary Space); provided, however, the provisions of this sentence shall not be deemed to create any right on the part of Tenant to remain in occupancy of the Temporary Space after the expiration or earlier termination of the Temporary Space Period. Notwithstanding the foregoing, provided that Tenant is not then in default, after notice and the expiration of any applicable cure periods, under any of the terms, provisions or conditions of the Lease (as modified hereby), the $48,109.33 per month charge payable by Tenant for its use and occupancy of the Temporary Space pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments clause (x) of the respective Tranche specified preceding sentence shall be abated during the period (if any) commencing on November 1, 2003 and ending on the earlier to occur of (A) November 30, 2003 and (B) the date upon which Landlord gives Tenant notice that it has entered into a lease with a third party covering the Temporary Space. In the event that Tenant shall remain in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes occupancy of the Credit Agreement and Temporary Space for a period of more than six (6) months after the other Credit Documents. Each Incremental Term Loan Lender and Temporary Space Commencement Date (i.e., beyond January 31, 2004), Tenant shall continue to pay the Borrowers further agree that, same agreed upon rent as was payable by Tenant with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender Temporary Space during the month of January 2004, and Landlord may commence and prosecute a holdover or summary eviction proceeding against Tenant to obtain possession of the Temporary Space pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy Article 34 of the Credit Agreement and the other Credit DocumentsLease, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreementthe provisions of Section 34.01(c) thereof, each Credit Party hereby and Tenant acknowledges and agrees that all Obligations with respect the acceptance of any rent paid by Tenant pursuant to this Paragraph 8(b) shall not preclude Landlord from commencing and prosecuting any such proceeding, nor shall the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After to be an "agreement expressly providing otherwise" within the execution and delivery to the Administrative Agent meaning of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 232-c of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day Real Property Law of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTthe State of New York.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Term Loan Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Term Loan Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Term Loan Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement and the other Credit AgreementDocuments, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Term Loan Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Agreement and the other Credit Agreement Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Credit Agreement Term Loan Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Term Loan Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, the Borrower and the Borrowerseach Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Term Loan Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any all Incremental Term Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Term Loan Commitments shall Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Agreement. Attached hereto as Annex II is the officer’s certificate certifying the conditions set forth in Section 2.23(a) of the Term Loan Agreement have been satisfied (itogether with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Guaranty respective Credit Parties, delivered pursuant to Section 2.3(a) of such the Term Loan Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Party Parties required, and shall constitute Guaranteed Obligations and (iias requested by the Administrative Agent, to be delivered pursuant to Section 2.3(a) each Security Document and shall constitute Obligations. of the Term Loan Agreement.] You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 10.5 of the Credit Term Loan Agreement. In the event of any conflict between the terms of this Agreement and those of the Term Loan Agreement, the terms of the Term Loan Agreement shall control. * * * THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAME OF EACH INCREMENTAL LENDER] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013201 : BWAY HOLDING COMPANY REV GROUP, INC., as Borrower By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASALLY BANK, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Incremental Term Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement ANNEX I TO EXHIBIT J TO TERM LOAN AND GUARANTY AGREEMENT TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of , 201

thereof. Each Incremental Term Loan (b) On the Amendment Effective Date, (i) each Purchasing Lender agreeing shall pay the amount to provide an Incremental Term Loan Commitment be paid by it pursuant to this Agreementparagraph (a) above by wire transfer to such account in New York City as the Agent may designate in Federal funds not later than 12:00 (noon), New York City time, and (ii) the Agent shall pay each Assigning Lender, solely from the amounts received by it pursuant to clause (i) above or the next sentence, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant amounts to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under be received by such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Assigning Lender pursuant to this Agreementparagraph (a) above by wire transfer of Federal funds not later than 3:00 p.m., each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, New York City time to the extent applicable, to become a account of such Assigning Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon designated on the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated Questionnaire submitted to the Administrative Agent by the terms thereofsuch Assigning Lender or, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized any Departing Lender, to the account of such Assigning Lender designated in writing to the Agent. The Borrowers agree that if any Lender shall default in the payment of any amount due from it under this Section 2, the laws Borrowers shall promptly pay the defaulted amount to the Agent by wire transfer of a jurisdiction outside immediately available funds, together with interest on such amount at the United States, attaches Alternate Base Rate from the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as Amendment Effective Date to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of payment. Upon any such payment by the Borrowers, (i) the execution Borrowers shall be subrogated to all rights of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent assigning Lender against the defaulting Lender and the Borrowers, (ii) the delivery Borrowers shall have the right, at the defaulting Lender's expense, upon notice to the Administrative Agent of a fully executed copy defaulting Lender and to the Agent, to require such defaulting Lender to transfer and assign without recourse (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, accordance with and subject to the conditionsrestrictions contained in Section 10.04 of the Amended Credit Agreement) all its interests, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Amended Credit Documents. The maximum number Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with any law, rule or regulation or order of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTGovernmental Authority

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement The Trustee shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect deliver to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received Servicers a copy of such Final Certification. If, in the Credit Agreement course of such review, the Trustee finds any document or documents constituting a part of a Mortgage File which do not meet the requirements of (i)-(iv) above, the Trustee shall promptly notify the Servicer and the other Credit DocumentsDepositor in writing, together with copies and request that such Servicer correct or cure such defect within 60 days from the date the Servicer was so notified of such defect and, if the Servicer does not correct or cure such defect within such period, that the Servicer pursuant to the assignment by the Depositor to the Trustee for the benefit of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all Certificateholders of the obligations which by the terms benefit of the Credit Agreement are required Servicer's obligation to repurchase defective Mortgage Loans, either: (a) substitute for the related Mortgage Loan a Replacement Mortgage Loan or Loans, which substitution shall be performed by it as a Lender, and (v) in accomplished within the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent time period set forth in Section 12 of Annex I hereto (such date2.05, in the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, manner and subject to the conditions, conditions set forth in Section 2.03 and the Credit terms and conditions with respect to substitution in Section 2.05; or (b) purchase such Mortgage Loan from the Trust Fund at the Purchase Price therefor. The Purchase Price for any such Mortgage Loan shall be deposited by the Servicer in the Custodial Account maintained by the Servicer pursuant to the related Warranty and Servicing Agreement and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer (which notification shall include a statement as to the accuracy of the Purchase Price), the Trustee shall release the related Mortgage File to the Servicer, and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Servicer, or a designee, title (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect that such title was transferred to the Incremental Term Trustee) to any Mortgage Loan Commitments provided released pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Trustee shall retain possession and agree that they shall be liable for all Obligations custody of each Mortgage File in accordance with respect and subject to the Incremental Term terms and conditions set forth herein. It is understood and agreed that the obligation of the Servicer under the related Warranty and Servicing Agreement to substitute for or to purchase any Mortgage Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging which does not meet the requirements of this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of Section 2.02 (i) the Guaranty of such Credit Party and - (iv) above shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by sole remedy respecting such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery defect available to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTTrustee.

thereof. Each Incremental Term Loan Lender agreeing to provide FULL POWER CORPORATION By: ---------------------------------- Xxxxxx X. Xxxxxxx, President EXHIBIT C ARTICLES OF INCORPORATION OF BUYER EXHIBIT D BYLAWS OF BUYER EXHIBIT E FINANCIAL STATEMENTS OF BUYER EXHIBIT F RISK FACTORS THE RESTRICTED SECURITIES INVOLVE SIGNIFICANT RISKS AND ARE NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM -- THEY ARE A SUITABLE INVESTMENT ONLY IF SELLER CAN BEAR THE RISK OF LOSING ITS ENTIRE INVESTMENT AND CAN PROVIDE FOR ITS NEEDS AND CONTINGENCIES WITHOUT RESPECT TO THIS INVESTMENT. IN ADDITION TO GENERAL INVESTMENT RISKS, SELLER SHOULD CONSIDER THE FOLLOWING FACTORS IN EVALUATING ITS INVESTMENT: LIMITATIONS ON TRADING The Restricted Securities may not be sold or otherwise transferred unless sold or transferred in accordance with applicable state securities laws. Buyer's Common Stock is currently quoted on NASDAQ's Over-the-Counter-Bulletin Board Service ("OTCBB") under the trading symbol "FPGR," but there can be no assurance that an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments active trading market in Buyer's Common Stock will continue. Because of the respective Tranche specified recent changes in Annex I attached hereto the NASDAQ listing rules, as of July 1999, market makers will not be permitted to quote the Common Stock on the OTCBB unless Buyer files appropriate financial information and other required information with the Securities and Exchange Commission (the "COMMISSION"). Although Buyer presently intends to start making these filings with the Commission, Buyer may, in its sole discretion, elect not to make such filings with the Commission, or may not be able to do so, in which event the Common Stock will cease to be quoted on the OTCBB. If the Common Stock is not quoted on the OTCBB, there will not be a public market for the Common Stock and, upon therefore, Seller may have to maintain its investment in the incurrence Common Stock for an indefinite period of Incremental Term Loans pursuant time. LIMITED OPERATING HISTORY Buyer is a holding company that currently conducts business exclusively through its wholly-owned subsidiary, Full Power Corporation, an Ohio corporation ("FPC"), which was originally organized in 1998 to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes take advantage of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy deregulation of the Credit Agreement electrical service industry in the State of California. FPC operates as an electrical service provider ("ESP") registered with the California Public Utilities Commission (ESP No. 1308). Although FPC is licensed to do so, FPC has yet to sell any electricity to residential and small commercial consumers in the other Credit Documents, together with copies State of California and does not anticipate doing so before the end of the financial statements referred year 2000. There can be no assurance that FPC will ever conduct business as an ESP in the State of California. FPC has evaluated and continues to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to evaluate the extent applicable, opportunities to become a Lender under seller of electricity, natural gas and related services in other states, primarily on the Credit AgreementEast Coast, that have or are developing energy deregulation programs. FPC is in the final stages of preparing to file an application to provide electric service in the State of Pennsylvania. FPC has also filed an application to buy and sell electricity as a wholesale broker with the Federal Energy Regulatory Commission (ii) agrees "FERC"), which it expects to be approved by July 1999. However, there can be no assurance that it willany of these applications will be approved. Pursuant to a loan agreement with All Power Corp., independently a New York corporation ("All Power"), FPC will have the right to acquire all of the outstanding common stock of All Power in the event that All Power defaults on its obligation to repay the loan. All Power was organized in March 1999 and without reliance upon intends to engage in the Administrative Agent business of selling electricity and natural gas in the State of New York. Although All Power is licensed to do so, All Power has yet to sell any electricity and has just begun to market natural gas to consumers in the State of New York. There can be no assurance that FPC will acquire the stock of All Power or that All Power will be successful in conducting business in the State of New York or any other Lender states. In short, Buyer has little operating and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all financial history upon which prospective investors can base an evaluation of the obligations which by the terms likely future performance of the Credit Agreement are required to Buyer. Further, there can be performed by it as a Lender, and (v) no assurances that Buyer will experience growth in revenues in the case of each lending institution organized under the laws of a jurisdiction outside the United Statesfuture, attaches the applicable forms described or if there is growth in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to revenues, that such growth will be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTsustainable.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrower and the Administrative Agent, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Revolving Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit AgreementAgreement and the other Credit Documents, (iiiiv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described and/or Certificate Re: Non-Bank Status referred to in Section 5.04(c2.19(d)(ii) of the Revolving Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Agent, each Issuing Bank, the Swing Line Lender, the Borrower and the Borrowerseach Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term all Revolving Loans made pursuant thereto. By acknowledging this , and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, each Credit Party hereby the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the Guaranty definition of such “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Party Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and shall constitute Guaranteed Obligations correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (iiv) each Security Document and shall constitute Obligations. of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 10.5 of the Revolving Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender [NAME OF EACH INCREMENTAL LENDER] By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013201 : BWAY HOLDING COMPANY REV GROUP, INC., as Borrower By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASALLY BANK, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement ANNEX I TO EXHIBIT J TO REVOLVING CREDIT AND GUARANTY AGREEMENT TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of , 201

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementLender, Holdings, the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Term Loans pursuant to this AgreementLender shall become, or in the case of an existing Lender, shall constitute be added to (and thereafter become a part of), the Commitment of such Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit DocumentsLender. Each Incremental Term Loan Lender Lender, the Borrowers and the Borrowers Agent further agree that, with respect to the Incremental Term Loan Commitments Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive from the Borrowers such upfront fees and/or other fees, if any, as are specified may be separately agreed to in Annex I attached heretowriting with the Borrowers and acknowledged by the Agent, all of which upfront fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (iiiii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iiiiv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (ivv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vvi) in the case of each lending institution organized under the laws of Incremental Lender that is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described referred to in Section 5.04(c3.13(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit DocumentsAgreement. Upon the date of (i) the execution of a counterpart of this Agreement by such each Incremental Term Loan LendersLender, the Administrative Agent Borrowers, Holdings and each other Loan Party and the BorrowersAgent, (ii) the delivery to the Administrative Agent Agent, Holdings and the Borrowers of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other electronic transmission) hereof, (iii) the payment of any fees required then due and payable in connection herewith and (iv) the satisfaction of the any other conditions precedent set forth in Section 12 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement Agreement, and participate in Letters of Credit issued on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number Each of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge acknowledges and agree agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby as provided in the Credit Agreement including, without limitation, any Term all Loans made pursuant thereto, and (ii) all such Obligations (including all such Loans) shall be entitled to the benefits of the respective Security Documents and the Guarantee in accordance with the requirements of the Credit Agreement. By acknowledging this AgreementEach of the Borrowers acknowledges and agrees that, on the Incremental Commitment Date, (i) the representations and warranties made or deemed made by each Credit Loan Party hereby agrees in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on the Incremental Commitment Date with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents (other than a change in factual circumstances since the Effective Date, that constitutes a material adverse change in the business, assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries taken as a whole), and (ii) no Default or Event of Default exists or would exist after giving effect to the Incremental Commitment contemplated hereby. Holdings and each Guarantor acknowledge and agree that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of (i) the Guaranty Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II are true and correct copies of such officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under Applicable Law) of the Loan Parties required to be delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Party Agreement. Attached hereto as Annex III is a true and shall constitute Guaranteed Obligations and correct copy of a certificate executed by an authorized officer of the MG Borrower required to be delivered pursuant to clause (iiv) each Security Document and shall constitute Obligationsof the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us before the close of business on January 18_____, 201320_. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelledcanceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 13.6 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title Agreed and Accepted this [_____] day of [_____, 201_]: MORGANS GROUP LLC By: Name: Title: BEACH HOTEL ASSOCIATES LLC By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAGREEMENT Dated as of _____________, ____ 1. Name of the Borrowers: Morgans Group LLC and Beach Hotel Associates LLC

thereof. Each Incremental Term Loan Lender agreeing Borrower shall comply with such repair, service and maintenance standards and schedules as are required to provide an Incremental Term Loan Commitment pursuant to this Agreementenforce warranty or guaranty claims against Contractor, the Borrowers Operator or subcontractors and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified any standards imposed by any Insurance Policies in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, effect with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender Rova I Facility, the Rova II Facility or the Property. Borrower’s review of and comment on the manual of “Facility Procedures” pursuant to this Agreement, each Incremental Term Loan Lender Section 5.4 of the Operating Contract shall receive such upfront fees, if any, as are specified in Annex I attached heretobe conducted subject to the Independent Engineer’s approval, which upfront fees shall not be due unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to “Facility Procedures” proposed by Operator, or any material changes to such procedures proposed by Borrower, under Section 5.4 of the Operating Contract, with updates as to the status thereof, and payable shall report to each Incremental Term Loan Lender upon the Agreement Effective Date (Independent Engineer the results of the annual review made of such procedures as defined below) or as otherwise specified contemplated in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms section. Until all of the obligations which by the terms Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Credit Agreement are Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required to be performed by it under Section 6.8(h) hereof have been obtained for the Rova I Operating Budget and the Rova II Operating Budget for the year (or portion thereof) that is the same as a Lender, and the first year (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(cor portion thereof) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documentssuch “Proposed Operating Budget”. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Borrower shall inform Agent and the BorrowersIndependent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, (ii) the delivery at Agent’s request, cause such audits to be conducted to the Administrative full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent if it has the right to terminate the Operating Contract under Section 18.3 thereof, and only upon the request of a fully executed copy (including by way of counterparts and by facsimile) hereofAgent, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction which shall be made only upon instruction of the conditions precedent set forth in Section 12 of Annex I hereto (Majority Lenders, shall Borrower exercise such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) right and shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth then do so in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as manner specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTAgent.

thereof. Each Incremental Term Loan Lender agreeing The Authority covenants that one (1) business day prior to provide January 1 and July 1 in each year, it will pay or make available to the Trustee in immediately available funds an Incremental Term Loan Commitment pursuant amount sufficient to pay the principal and all interest as it becomes due until all of the Bonds shall have been retired. The Bonds are subject to optional redemption prior to maturity on or after July 1, 20 , in whole or in part, at the option of the Authority, upon 30 days’ prior written notice to the Owners of the Bonds to be redeemed, at a redemption price equal to 100% of the principal amount redeemed, plus interest accrued to the redemption date. The 2023 Bonds of this Agreementissue maturing on , 20 and on , 20 (collectively, the Borrowers “Term Bonds”), are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amounts thereof, plus accrued interest to the date of redemption, but without premium, in the principal amounts and on the dates as follows: Date Amount * * Final Term Bond The Trustee shall credit against the mandatory sinking fund requirement for the Term Bonds, as set forth above, any bonds of such maturity delivered to the Trustee for cancellation or purchased for cancellation by the Trustee and canceled by the Trustee and not theretofore applied as a credit against any mandatory sinking fund requirement. Each bond of such maturity so delivered or canceled shall be credited by the Trustee at one hundred percent (100%) of the principal amount thereof against the mandatory sinking fund requirements in inverse order of mandatory sinking fund redemption (or final maturity) dates, and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant principal amount of bonds of such maturity to this Agreement be redeemed on such mandatory sinking fund requirements shall constitute Incremental Term Loan Commitments be accordingly reduced. In case an event of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if anydefault, as are specified defined in Annex I attached heretothe Indenture, which upfront fees shall occurs, the principal of this bond may become or may be declared due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, prior to the extent applicablestated maturity hereof, to become a Lender under in the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lendermanner, and (v) in with the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termseffect, and subject to the conditions, set forth conditions provided in the Credit Agreement Indenture. This bond is transferable by the registered owner hereof at the corporate trust office of the Registrar, upon surrender and (ii) cancellation of this bond and on presentation of a duly executed written instrument of transfer and thereupon a new Bond or Bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the extent provided transferee or transferees in exchange therefor. This bond may be exchanged upon surrender hereof at the corporate trust office of the Registrar, or at such office or offices as the Registrar may designate in writing to the registered owner, duly endorsed by the registered owner for the same aggregate principal amount of Bonds of the same maturity in authorized denominations as the registered owner may request. The Authority, the Trustee, the Registrar and the Paying Agent may deem and treat the person in whose name this Agreementbond is registered as the absolute owner hereof. This bond shall not be a valid obligation until duly authenticated by the Registrar, or its successors in trust, by the execution of the certificate endorsed hereon. The registered owner of this bond shall have no recourse for its payment against present or future officers or directors of the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided belowAuthority, and returning a copy of same to us before such recourse is, by the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy acceptance of this Agreement (including by way of counterparts and by facsimile) by the parties heretobond, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTexpressly waived.

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementBarclays, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments Revolving Commitment provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche a “Revolving Commitment” for all purposes of the Credit Agreement and the other Credit applicable Loan Documents. Each Incremental Term Loan Lender Barclays, the Borrower and the Borrowers Administrative Agent further agree that, with respect to the Incremental Term Loan Commitments Facility provided hereby, Barclays shall be entitled to receive from the Borrower such upfront fees as may be separately agreed to in writing between the Borrower and Barclays (in addition to the fees owing by each Incremental Term Loan Lender the Borrower pursuant to this Section 2.14(b) through (d) of the Credit Agreement). Furthermore, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon of the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party parties to this Agreement hereby agree (i) to the terms set forth on Annex I hereto in respect of the Incremental Facility, (ii) that the Incremental Revolving Commitment, and the Revolving Loans funded thereunder, shall be on the same terms and conditions as the Revolving Commitments and Revolving Loans under the Credit Agreement and (iii) Schedule II-A to the Credit Agreement is hereby amended to add a Revolving Commitment for Barclays in the amount of $20,000,000. Barclays hereby (i) confirms that it has received a copy of the Credit Agreement and the other Credit Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents, (iii) appoints and irrevocably authorizes the Administrative Agent to take such action as agent on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to therein and to exercise such powers under the Credit Agreement and the other Credit Documents to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, Lender and (v) in the case of each lending institution organized under the laws of Barclays is a jurisdiction outside the United StatesForeign Lender, attaches the applicable forms described and/or certificates referred to in Section 5.04(c2.20(g) of the Credit Agreement Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from from, or a reduction of, United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Credit DocumentsLoan Documents (except in respect of any U.S. federal withholding Taxes imposed under FATCA). Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan LendersBarclays, the Administrative Agent Agent, the Borrower and the Borrowerseach Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy counterpart (including by way of counterparts and by facsimilefacsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any fees required then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of the any other conditions precedent set forth in Section 12 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement Barclays (ia) shall be obligated to make the Incremental Term fund Revolving Loans provided to be made by it it, and participate in Letters of Credit and Swingline Loans required to be participated in by it, in each case as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement, and (iib) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit applicable Loan Documents. The maximum number Each of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower and agree each Guarantor acknowledges and agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Facility created hereunder and (ii) all such Obligations (including the Revolving Loans) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall Agreement and be entitled to the benefits of the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. Attached hereto as Annex II is the officer’s certificate required pursuant to Section 2.24(a) of the Credit Agreement certifying as to compliance with clauses (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and ), (ii) each Security Document and shall constitute Obligations(iii) of such Section and containing the calculations (in reasonable detail) required by such clause (ii) thereof. You The Borrower may accept this Agreement by executing signing the enclosed copies in the space provided below, and returning a one copy of same to us Barclays and one copy to the Administrative Agent before the close of business on January 18December 6, 20132012. If you do the Borrower does not so accept this Agreement by such time, our the obligations of Barclays to provide the Incremental Term Loan Commitments Facility set forth in this Agreement shall be deemed cancelledcanceled and of no force or effect. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimilefacsimile transmission) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Loan Documents pursuant to Section 13.12 10.2 of the Credit Agreement. THIS AGREEMENT AND THE OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. * * * [Signature Pages Follow] Very truly yours, DEUTSCHE BARCLAYS BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender PLC By: /s/ Xxxx Xxxxxxxxx Xxxxxx Xxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Xxxxxx Xxxxx Title: Vice President Agreed and Accepted this 17th day as of Januarythe date first written above: ENCORE CAPITAL GROUP, 2013: BWAY HOLDING COMPANY INC. By: /s/ Xxxx Xxx Xxxxxx Xxxxxxxx Name: Xxxx Xxx Xxxxxx Xxxxxxxx Title: Executive Vice President BWAY CORPORATION ByPresident, Chief Financial Officer and Treasurer Agreed and Accepted as of the date first written above: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASSUNTRUST BANK, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director Agent, Issuing Bank and Swingline Lender By: /s/ Xxxxxxx Xxxx X’Xxxxx Name: Xxxxxxx Xxxx X’Xxxxx Title: Vice Director Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Facility Agreement and to the establishment of the Incremental Facility and the Obligations incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION PROPEL ACQUISITION, LLC By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: President Annex MIDLAND INDIA LLC By: /s/ Xxxxx X. Syran Name: Xxxxx X. Syran Title: President ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTFACILITY AGREEMENT Dated as of December 6, 2012

thereof. Each Incremental Term Loan Lender agreeing The Monthly Payments shall be payable in cash; provided, however, that subject to provide an Incremental Term Loan Commitment pursuant the terms and conditions hereof, as to this Agreementany Monthly Payment and upon no less than ten (10) Trading Days’ prior written irrevocable notice (the “Monthly Payment Notice”), the Borrowers and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant Company may elect to this Agreement shall constitute Incremental Term Loan Commitments pay all or part of the respective Tranche specified a Monthly Payment in Annex I attached hereto and, upon the incurrence Conversion Shares in lieu of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect a cash payment based on a price per share equal to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement lesser of (i) confirms the Conversion Price then in effect, and (ii) 95% of the average of the two lowest VWAPs (subject to adjustment for any share dividend, share subdivision, share combination or other similar event affecting the Common Shares during the fifteen (15) Trading Day measuring period described in the definition of “Market Price” herein), provided that such price shall not be less than the Floor Price (such price calculated in this sentence as to a Monthly Payment, as applicable, the “Monthly Conversion Price” and such 15 Trading Day period, the “Monthly Conversion Period”); provided, that the Company may not pay the Monthly Payment in Conversion Shares if at any time from the date the Holder receives the duly delivered Monthly Payment Notice through and until the date such Monthly Payment is paid in full, the Equity Conditions have not been satisfied or such Conversion Shares are not registered on an effective Resale Registration Statement, unless waived in writing by the Holder. If a Monthly Conversion Price for a Monthly Payment (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered by notice, in writing, from the Company to the Holder, which may be by e-mail), and the Monthly Payment is made in Conversion Shares, the Company shall issue a number of shares equal to the Monthly Payment divided by such Floor Price and pay the economic difference between the Monthly Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered using the Monthly Payment Price, minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Shares on the applicable Payment Date ((A-B)*C). The Holder may convert, pursuant to Section 3, any principal amount of this Note subject to a Monthly Payment at any time prior to the date that the Monthly Payment, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Note converted during the applicable Monthly Conversion Period until the date the Monthly Payment is paid in full shall be first applied to the Principal Amount subject to the Monthly Payment payable in cash and then to the Monthly Payment payable in Conversion Shares. The Company covenants and agrees that it has received will honor all Conversion Notices tendered up until the amounts due hereunder are paid in full. Notwithstanding anything to the contrary contained herein, upon two (2) Trading Days’ notice to the Company (the date of such notice, the “Monthly Payment Adjustment Notice Date”), the Holder may elect at its sole option, to defer or accelerate up to five (5) Monthly Payments or any portion of a copy of Monthly Payment, to any Trading Day succeeding such Monthly Payment Adjustment Notice Date provided such date precedes the Credit Agreement and next Monthly Payment Date. In the other Credit Documents, together with copies of event that the financial statements referred Holder elects to therein and defer or accelerate any such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement andMonthly Payments, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent procedures set forth in this Section 12 1.3 shall continue to apply to the Company. Following the receipt of Annex I hereto a Monthly Payment in the form of Conversion Shares, excluding the final Monthly Payment, if during the fifteen (15) Trading Day period beginning on the Trading Date following the Payment Date on which such date, Conversion Shares were delivered (the “Agreement Effective DateSucceeding Measurement Period”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement 95% of the Market Price (ithe “Succeeding Market Price”) shall be obligated to make less than the Incremental Term Loans provided to be made by it as provided in this Agreement Monthly Conversion Price during the prior Monthly Conversion Period, then on the termsTrading Day following such Succeeding Measurement Period, and subject the Company shall transfer to the conditions, set forth in Holder an additional number of Conversion Shares (the Credit Agreement and (ii“Make Whole Shares”) equal to the extent provided in this Agreement, shall have difference between the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings Conversion Shares the Holder received in such prior Monthly Payment and the number of Conversion Shares which the Holder would have received had the Succeeding Market Price applied to such prior Monthly Payment. If a Succeeding Market Price for a Monthly Payment (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered by notice, in writing from the Company to the Holder, which may be by e-mail), then with respect to the Incremental Term Loan Commitments provided pursuant Make Whole Shares for such Monthly Payment, the Company shall issue a number of shares based upon such Floor Price and pay the economic difference between the Make Whole Shares (without regard to this Agreement the Floor Price) and shares so issued based upon such Floor Price in cash. For further clarification, the economic difference shall be as specified in Annex I attached hereto. Furthermoreequal to (A) the number of shares that would have been delivered using the Succeeding Market Price, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Shares on the date specified applicable Payment Date ((A-B)*C). For the avoidance of doubt, to the extent that the Succeeding Market Price is in Annex I attached heretoexcess of the Monthly Conversion Price during the applicable prior Monthly Conversion Period, the Holder shall not be required to refund any Conversion Shares nor shall the Company receive a credit in respect of such excess in connection with any following Monthly Payment. The Borrowers acknowledge With respect to the final Monthly Payment, if the Company intends to pay such Monthly Payment in the form of Conversion Shares, prior to the applicable Monthly Conversion Period (but not more than two (2) Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall deliver to the Holder a number of Conversion Shares to be applied against such Monthly Payment equal to the quotient of (x) the applicable Monthly Payment divided by (y) the lesser of (A) the Conversion Price then in effect and agree that they shall be liable for all Obligations (B) 95% of the Market Price during the fifteen (15) Trading Day period preceding the delivery of such Conversion Shares (the “Final Monthly Payment Provisional Conversion Price”). If the Monthly Conversion Price with respect to the Incremental Term Loan Commitments provided hereby includingfinal Payment Date is less than the Final Monthly Payment Provisional Conversion Price, without limitationthen on the final Payment Date, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations the Company shall transfer to the Holder an additional number of Conversion Shares equal to the amount of the final Monthly Payment divided by the difference between the Final Monthly Payment Provisional Conversion Price and the Monthly Conversion Price with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTfinal Payment Date.

thereof. Each Incremental [The 2023 Bonds maturing on or after , 20 may be redeemed prior to maturity at the option of the Corporation, in whole or in part, in any order of maturity or maturities selected by the Corporation and by lot within any maturity, on any date not earlier than _, 20 from any moneys made available for that purpose, at face value plus interest accrued to the date fixed for redemption and without any premium.] [The 2023 Bonds maturing on or after , 20 are subject to mandatory sinking fund redemption prior to maturity on the dates shown below, plus accrued interest and without premium: Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this AgreementBonds Due , 20 Date Amount * Final Maturity] [The Trustee shall credit against the mandatory sinking fund requirement for any of the 2023 Bonds maturing on , 20__ (collectively, the Borrowers “Term Bonds”), and corresponding mandatory sinking fund redemption obligation, in the order determined by the Corporation, any such Term Bonds which have previously been redeemed (otherwise than as a result of a previous mandatory sinking fund redemption requirement) or delivered to the Trustee, the Registrar or the Paying Agent for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund redemption date, and any excess of such amount shall be credited on future redemption obligations, and the Administrative Agent acknowledge and agree that the Incremental principal amount of Term Loan Commitments provided pursuant Bonds to this Agreement shall constitute Incremental Term Loan Commitments be redeemed by operation of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees mandatory sinking fund requirement shall be due and payable to each Incremental accordingly reduced; provided, however, the Trustee, the Registrar or the Paying Agent shall only credit such Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, Bonds to the extent applicablereceived on or before forty-five (45) days preceding the applicable mandatory sinking fund redemption date stated above.] The 2023 Bonds are subject to extraordinary redemption prior to maturity, without premium, from proceeds of insurance or a condemnation award received in certain circumstances relating to become a Lender under damage, destruction, or condemnation of the Credit Agreement, (ii) agrees that it will, independently and without reliance upon property financed with the Administrative Agent or any other Lender and based on such documents and information as it 2023 Bonds. Notice of redemption shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated be given by mail to the Administrative Agent by registered owners of all Bonds to be redeemed. If this bond is so called for redemption, and payment is made to the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform Trustee in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required Indenture, this bond shall cease to bear interest or to be performed by it entitled to the lien of the Indenture from and after the date fixed for the redemption in the call. If an event of default, as a Lenderdefined in the Indenture, occurs, the principal of this bond may become or may be declared due and payable prior to the stated maturity hereof, in the manner, and (v) in with the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termseffect, and subject to the conditions, set forth conditions provided in the Credit Agreement Indenture. This bond is transferable or exchangeable by the registered owner hereof at the corporate trust operations office of the Registrar, upon surrender and (ii) cancellation of this bond and on presentation of a duly executed written instrument of transfer or exchange and thereupon a new Bond or Bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the extent provided transferee or transferees or the registered owner, as the case may be, in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documentsexchange therefor. The maximum number Corporation, the Trustee, the Registrar and the Paying Agent may deem and treat the person in whose name this Xxxx is registered as the absolute owner hereof. A Continuing Disclosure Agreement from the County to each registered owner or holder of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be any 2023 Bond, dated as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on of the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to of initial issuance of the Incremental Term Loan Commitments provided hereby including2023 Bonds (the “Agreement”), without limitationhas been executed by the County, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same which is available from the County and the terms of which are incorporated herein by this reference. The aforementioned Agreement contains certain promises of the County to us before each registered owner or holder of any 2023 Bond, including a promise to provide certain continuing disclosure. By its payment for and acceptance of this bond, the close registered owner or holder of business on January 18this bond assents to the Agreement and to the exchange of such payment and acceptance of such promise. This bond shall not be a valid obligation until duly authenticated by the Registrar, 2013. If you do not so accept this Agreement or its successors in trust, by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to of the Administrative Agent of a fully executed copy certificate endorsed hereon. The registered owner of this Agreement (including by way bond shall have no recourse for its payment against present or future incorporators, stockholders, members, officers, directors or employees of counterparts the Corporation, and by facsimile) such recourse is, by the parties heretoacceptance of this bond, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTexpressly waived.

thereof. Each Incremental Term Loan Lender agreeing The Collateral Agent's security interest in the Securities and the proceeds thereof shall continue in full force and effect in accordance with the terms of the Pledge Agreement (and Sub acknowledges that it will hold or cause its agent to provide an Incremental Term Loan Commitment hold the Securities for the benefit of the Collateral Agent) until immediately prior to such time as the payment for the Securities shall be made to the Collateral Agent pursuant to this Agreementthe Offer as provided below, in which event such security interest in the Borrowers Securities shall be terminated automatically and without further action on the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments part of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) party. The Pledgor hereby agrees that it will perform instruct the depository in the Offer, and hereby requests that Sub, and Sub hereby agrees to, instruct the depository in the Offer (a) to deliver all proceeds paid or payable in exchange or in consideration for the Shares (and such other Securities) to the Collateral Agent in accordance with their terms the written instructions of the Collateral Agent furnished to the Pledgor and Sub prior to the tender of the Shares in the Offer and (b) if the Merger does not occur and the Tender Agreement is terminated, to deliver the stock certificates representing the Shares (and such other Securities) to the Collateral Agent in accordance with such written instructions. The Pledgor agrees not to amend or modify the Tender Agreement (or waive any provisions thereof) in any material respect without the prior consent of the Collateral Agent. In the event that an Acceleration Event (as defined in the Pledge Agreement) occurs prior to the consummation of the Merger, the Collateral Agent agrees, that prior to and as a condition to foreclosing on the Shares (and all other Securities) to (a) execute and deliver an tender agreement substantially in the form of the Tender Agreement (with such appropriate changes thereto to evidence the nature of the Collateral Agent's interest in the Shares), (b) agree in writing with you and Sub to hold the Shares and all other Securities or interest in the Shares and such other Securities subject to all of the obligations which by the terms and provisions of the Credit Agreement are required to be performed by it as a Lendersuch agreement, and (vc) such agreement shall be the legal, valid and binding agreement of such person, enforceable against such person in accordance with its terms, subject to the case qualification, however, that enforcement of each lending institution organized under the rights and remedies created by such agreement is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of a jurisdiction outside general application related to or affecting creditors' rights and to general equity principles. The Collateral Agent hereby agrees that the United States, attaches Pledgor may deliver the applicable forms joint instructions described in Section 5.04(c1.7(a) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Tender Agreement and shall cause the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent legend set forth in Section 12 1.7(b) of Annex I hereto (the Tender Agreement to be placed on the Securities and that such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) legend shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may removed only be changed, modified or varied by written instrument in accordance with the requirements for provisions of Section 1.7(b). If the modification foregoing correctly sets forth our understanding and agreement, kindly sign the enclosed copy of Credit Documents pursuant to Section 13.12 of this letter in the Credit Agreementspace provided, whereupon this letter shall become a binding agreement among us. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICASPARK AVENUE EQUITY PARTNERS, L.P., as Incremental Term Loan Lender Collateral Agent By: Park Avenue Equity GP, LLC, its General Partner By: PAE GP, LLC, its Managing Member By: /s/ Xxxx Xxxxxxxxx Anthony R. Bienstock ______________________________ Name: Xxxx Xxxxxxxxx Anthony R. Bienstock Title: Director Mxxxxxxx Xxxxxx Xxxxowledged and Agreed: FORRESTER RESEARCH, INC. By: /s/ Xxxxxxx Xxxx George F. Colony _________________________ Name: Xxxxxxx Xxxx TitleGeorge F. Coloxx Xxxxx: Vice President Agreed Chairman and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY ByCEO WHITCOMB ACQUISITION CORX. Xx: /s/ Xxxx Xxx Xxxxxx Timothy J. Moynihan _________________________ Name: Xxxx Xxx Xxxxxx TitleTimothy J. Xxxxxxxx Xxxxx: Vice President BWAY CORPORATION ByXxxsident W.R. HAMBRECHT + CO., INC. Xx: /s/ Xxxx Xxx Xxxxxx /x/ Xxxxxxxx X. Fayman _________________________ Name: Xxxx Xxx Jonathan T. Xxxxxx TitleXxxxx: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTXx-Xontroller

thereof. Each Incremental Lender acknowledges and agrees that the Incremental Commitments provided pursuant to this Agreement, in the aggregate amount for each tranche of Incremental Commitments as set forth on Annex I hereto, shall constitute Incremental Term Loan Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers Borrower and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto andthat, upon the incurrence of Incremental Term Loans pursuant to the Incremental Commitments provided pursuant to this Agreement, shall constitute such Incremental Term Loans under such specified Tranche shall constitute Term Loans for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each such Incremental Term Loan Lender pursuant to this Agreement, each such Incremental Term Loan Lender shall receive such upfront fees, if any, fees as are specified in Annex I attached heretohave been separately agreed, which upfront fees fee shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. has been separately agreed. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution (not already a Lender) organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) Borrower and the delivery thereof to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof), (iiiii) the payment of any fees required in connection herewith and (iviii) the satisfaction of the any conditions precedent set forth in Section 12 6 of Annex I hereto (such date, the “Agreement Effective Date”), ) each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (ix) shall become a party to the Credit Agreement, (y) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (iiz) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge Borrower agrees that the terms contained in Annex I attached hereto (including without limitation, those contained in Sections 8, 9, 10, 11 and agree 12 thereof) constitute terms applicable to the Incremental Commitments provided hereunder and the Incremental Term Loans made pursuant hereto. The Borrower acknowledges and agrees that they (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant theretothereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. By acknowledging this Agreement, each Credit Party hereby Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of (ithe Security Documents. Attached hereto as Annex II is an opinion of Axxxxxx Xxxxx LLP, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute ObligationsAgreement. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18November 13, 20132007. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx AMERICAS By s/ Axxx Xxxxxx Name: Xxxx Xxxxxxxxx Axxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx By s/ Yxxxxx Xxxxxx Name: Xxxxxxx Xxxx Yxxxxx Xxxxxx Title: Vice President Agreed and Accepted this 17th 13th day of JanuaryNovember, 20132007: BWAY HOLDING COMPANY RCN CORPORATION By: /s/ Xxxx Xxx s/ Mxxxxxx X. Xxxxxx Name: Xxxx Xxx Mxxxxxx X. Xxxxxx Title: Executive Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President and Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx s/ Axxx Xxxxxx Name: Xxxx Xxxxxxxxx Axxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx s/ Yxxxxx Xxxxxx Name: Xxxxxxx Xxxx Yxxxxx Xxxxxx Title: Vice President Annex Each Subsidiary Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. 21ST CENTURY TELECOM SERVICES, INC. BRAINSTORM NETWORKS, INC. HOT SPOTS PRODUCTIONS, INC. ON TV, INC. RCN-BECOCOM, INC. RCN CABLE TV OF CHICAGO, INC. RCN DIGITAL SERVICES, LLC By: RCN Corporation, its managing member RCN ENTERTAINMENT, INC. RCN FINANCE, LLC By: RCN Corporation, its managing member RCN FINANCIAL MANAGEMENT, INC. RCN INTERNATIONAL HOLDINGS, INC. RCN INTERNET SERVICES, INC. RCN NEW YORK COMMUNICATIONS, LLC By: RCN Telecom Services, Inc., its managing member RCN TELECOM SERVICES, INC. RCN TELECOM SERVICES OF ILLINOIS, LLC By: RCN Corporation, its managing member RCN TELECOM SERVICES OF MASSACHUSETTS, INC. RCN TELECOM SERVICES OF PHILADELPHIA, INC. RCN TELECOM SERVICES OF VIRGINIA, INC. RCN TELECOM SERVICES OF WASHINGTON D.C., INC. RFM 2, LLC By: RCN Corporation, its managing member RLH PROPERTY CORPORATION STARPOWER COMMUNICATIONS, LLC By: RCN Telecom Services of Washington D.C., Inc., its managing member TEC AIR, INC. UNET HOLDING, INC., as Guarantors By: s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Executive Vice President and CFO RAVEN ACQUISITION CORPORATION By: s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Executive Vice President and CFO ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED NOVEMBER 13, 2007 TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers All parties now and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, hereafter liable with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this AgreementNote, each Incremental Term Loan Lender shall receive such upfront feeswhether maker, if anyprincipal, as are specified in Annex I attached heretosurety, which upfront fees shall be due guarantor, endorser or otherwise, hereby waive presentment, demand, protest and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the all other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment notices of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreementkind. THIS AGREEMENT NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TERM LOAN CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE AGENT PURSUANT TO THE TERMS OF THE TERM LOAN CREDIT AGREEMENT. THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. * * * Very truly yoursXPO LOGISTICS, DEUTSCHE BANK TRUST COMPANY AMERICASINC., as Incremental the Borrower By: Name: Title: to Credit Agreement [FORM OF] PERMITTED LOAN PURCHASE ASSIGNMENT AND ACCEPTANCE Date of Assignment: Reference is made to that certain Senior Secured Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed Credit Agreement, dated as of October 30, 2015 (as amended, amended and Accepted this 17th day of Januaryrestated, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASsupplemented or otherwise modified from time to time, the “Credit Agreement”), by and among XPO LOGISTICS, INC., a Delaware corporation, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTborrower (the “Borrower”), the other Subsidiaries signatory thereto, as guarantors, the Lenders from time to time party thereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., in its capacity as administrative agent (in such capacity and together with any successors and assigns in such capacity, the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule l hereto (the “Assignor”) and Borrower or its Subsidiaries identified on Schedule 1 hereto as “Assignee” (the “Assignee”) agree as follows:

thereof. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment Tenant is in full and complete possession of the premises on the Property and has accepted its premises, including the work of Landlord performed therein pursuant to this Agreement, the Borrowers any terms and the Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall constitute Incremental Term Loan Commitments provisions of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderLease, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement improved areas located on the terms, and subject to the conditions, set forth in the Credit Agreement and Property (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, parking spaces, access ways, and landscaping) as being complete, in compliance with the Lease, and satisfactory for Tenant's purposes. All utilities necessary for the use of the Property as an office building of the size and nature situated thereon, including water, sanitary sewer, storm sewer, electricity, and telephone, are installed and operational. The premises contain 68,900 rentable square feet. Tenant is currently paying monthly base rental under the Lease in the amount of $ 83,254.17, or $14.50 per rentable square foot. All allowances of whatever nature payable to Tenant have been paid in full, and all sums due and owing to Tenant have been paid. Tenant has not prepaid any Term Loans made pursuant theretorent or other charge under the Lease to Landlord other than Base Rent (as defined in the Lease) for the period up to and including ____________________. By acknowledging this AgreementNo security deposit has been paid to or is presently held by the Landlord under the Lease, each Credit Party hereby and Tenant has not rendered to Landlord any other security or similar deposit with respect to its tenancy under the Lease. Tenant covenants and agrees that all Obligations it has not dealt with any agents or brokers in such a way as to cause any brokerage commissions to be due and payable with respect to the Incremental Term Loan Commitments Lease, except such brokers as have been specifically identified in the Lease and then only with respect to Tenant's initial occupancy of the Property. Tenant has not assigned all or any part of its interest in and to the Lease as security or otherwise and has not subleased all or any part of the premises leased by Tenant under the Lease. Upon transfer of the Property to Purchaser, Tenant shall attorn to and recognize Purchaser as Landlord under the Lease and the Lease shall remain in full force and effect. Any notices to Landlord under the Lease shall following conveyance of the Property to Purchaser be given c/x Xxxxx Capital, Inc., 0000 Xxxxxxx Xxxxxx Road, Norcross, Georgia 30092. Tenant acknowledges that in the event it exercises the termination option set forth in Article XXIV of the Lease, the unamortized portion of the real estate commission would be $__________________. Tenant hereby acknowledges and agrees that the Purchaser shall be entitled to rely on the benefits truth and accuracy of the foregoing certifications made by Tenant. Tenant further agrees for a period of thirty (i30) days from the Guaranty date hereof to notify Purchaser in writing at the address set forth above of any changes in the truth and accuracy of any of the certifications contained herein promptly upon Tenant learning of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligationschange. You may accept The undersigned is authorized to execute this Agreement by executing the enclosed copies in the space provided below, and returning a copy Tenant Estoppel Certificate on behalf of same to us before the close of business on January 18, 2013Tenant. If you do not so accept Dated this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th _____ day of January_____________, 20131999. TENANT: BWAY HOLDING SPRINT COMMUNICATIONS COMPANY L.P., a Delaware limited partnership By: /s/ Xxxx Xxx :________________________ Name:______________________ Title:_____________________ EXHIBIT E --------- SPECIAL WARRANTY DEED --------------------- This Special Warranty Deed, made this ____ day of ________, 1999 is made by Bridge Information Systems America, Inc., a Delaware corporation, successor to Xxxxxx-Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICASFinancial, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTInc. ("Grantor") to _________________________________________ ("Grantee").

thereof. Each Incremental Term Loan Lender agreeing The 2021 Bonds maturing on or after ______________, 20__ may be redeemed prior to provide an Incremental Term Loan Commitment pursuant maturity at the option of the Corporation, in whole or in part, in any order of maturity or maturities selected by the Corporation and by lot within any maturity, on any date not earlier than ____________, 20__ from any moneys made available for that purpose, at face value plus interest accrued to this Agreementthe date fixed for redemption and without any premium. [The 2021 Bonds maturing on _________________, 20__ are subject to mandatory sinking fund redemption prior to maturity on the dates shown below, plus accrued interest and without premium: Date Amount * Final Maturity The Trustee shall credit against the mandatory sinking fund requirement for any of the 2021 Bonds maturing on each of _____________ and _____________ (collectively, the Borrowers “Term Bonds”), and corresponding mandatory sinking fund redemption obligation, in the order determined by the Corporation, any such Term Bonds which have previously been redeemed (otherwise than as a result of a previous mandatory sinking fund redemption requirement) or delivered to the Trustee, the Registrar or the Paying Agent for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund redemption date, and any excess of such amount shall be credited on future redemption obligations, and the Administrative Agent acknowledge and agree that the Incremental principal amount of Term Loan Commitments provided pursuant Bonds to this Agreement shall constitute Incremental Term Loan Commitments be redeemed by operation of the respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees mandatory sinking fund requirement shall be due and payable to each Incremental accordingly reduced; provided, however, the Trustee, the Registrar or the Paying Agent shall only credit such Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, Bonds to the extent applicablereceived on or before forty-five (45) days preceding the applicable mandatory sinking fund redemption date stated above.] The 2021 Bonds are subject to extraordinary redemption prior to maturity, without premium, from proceeds of insurance or a condemnation award received in certain circumstances relating to become a Lender under damage, destruction, or condemnation of the Credit Agreement, (ii) agrees that it will, independently and without reliance upon property financed with the Administrative Agent or any other Lender and based on such documents and information as it 2021 Bonds. Notice of redemption shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated be given by mail to the Administrative Agent by registered owners of all Bonds to be redeemed. If this bond is so called for redemption, and payment is made to the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform Trustee in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required Indenture, this bond shall cease to bear interest or to be performed by it entitled to the lien of the Indenture from and after the date fixed for the redemption in the call. If an event of default, as a Lenderdefined in the Indenture, occurs, the principal of this bond may become or may be declared due and payable prior to the stated maturity hereof, in the manner, and (v) in with the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the termseffect, and subject to the conditions, set forth conditions provided in the Credit Agreement Indenture. This bond is transferable or exchangeable by the registered owner hereof at the corporate trust operations office of the Registrar, upon surrender and (ii) cancellation of this bond and on presentation of a duly executed written instrument of transfer or exchange and thereupon a new Bond or Bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the extent provided transferee or transferees or the registered owner, as the case may be, in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documentsexchange therefor. The maximum number of drawings with respect to Corporation, the Incremental Term Loan Commitments provided pursuant to Trustee, the Registrar and the Paying Agent may deem and treat the person in whose name this Agreement shall be Xxxx is registered as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENTabsolute owner hereof.